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FORM DEF 14A

WEYERHAEUSER CO - WY

Filed: March 10, 2009 (period: April 16, 2009)

Official notification to shareholders of matters to be brought to a vote (Proxy)

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

WEYERHAEUSER COMPANY (Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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amount on which the filing fee is calculated and state how it was determined):

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¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Notes: Source: WEYERHAEUSER CO, DEF 14A, March 10, 2009 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Notes:

NOTICE OF THE 2009 ANNUAL MEETING AND THE 2009 PROXY STATEMENT

WEYERHAEUSER COMPANY

DEAR SHAREHOLDER: I am pleased to invite you to attend your company’s annual meeting of shareholders at 9:00 a.m., Thursday, April 16, 2009, at the Corporate Headquarters Building, 33663 Weyerhaeuser Way South, Federal Way, Washington. A map and directions to the building are on the back cover.

A notice of the annual meeting and the proxy statement follow. Your vote is important. Whether or not you plan to attend the annual meeting in person, I urge you to vote your shares by phone, via the internet or by signing, dating and returning the enclosed proxy card promptly.

Sincerely,

Steven R. Rogel Chairman of the Board

TABLE OF CONTENTS

Notice of the Annual Meeting of Shareholders 1 Proxy and Voting Information 2 Voting Information 2 Information About the Meeting 3 Item 1—Election of Directors 4 Nominees for Election — Term Expires in 2012 4 Nominee for Election — Term Expires in 2011 5 Continuing Directors — Term Expires in 2010 5 Continuing Directors — Term Expires in 2011 6 Board of Directors and Committee Information 7 Consideration of Director Nominees 8 Shareholder Communications 10 Annual Meeting Attendance 10 Directors’ Compensation 10 Beneficial Ownership of Common Shares 13 Directors and Executive Officers 13 Owners of More Than 5% 14 Section 16(a) Beneficial Ownership Reporting Compliance 14 Compensation Discussion and Analysis (CD&A) 14 Executive Summary 14 Overview 14 Compensation Philosophy and Principles 15 Determination of Compensation 15 Named Executive Officers 18 Compensation Components 18 Supplementary Compensation Policies 24 Other Factors Affecting Compensation 24 Compensation Committee 26 Compensation Committee Report 27 Compensation Committee Interlocks and Insider Participation 27 Audit Committee Report 27 Review, Approval or Ratification of Transactions with Related Persons 28 Code of Ethics 29 Summary Compensation Table 30 Grants of Plan-Based Award 33

Outstanding Equity Awards at Fiscal Year-End 36 Option Exercises 38

Pension Benefits 38 Nonqualified Deferred Compensation 41

Potential Payments Upon Termination or Change in Control 42

Item 2—Shareholder Proposal on the Chairman Position 48 Item 3—Shareholder Proposal to Adopt Simple Majority Vote 49

Item 4—Proposal to Approve, on an Advisory Basis, the Appointment of Auditors 50 Shareholder Rights Plan Policy 51

Confidential Voting Policy 51 Relationships with Independent Registered Public Accounting Firm 51

Proxy Solicitation Expenses 52 Other Business 52

Future Shareholder Proposals and Nominations 52

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

Meeting Date: April 16, 2009 Meeting Time: 9:00 a.m. PDT Location: Weyerhaeuser Company Corporate Headquarters Building 33663 Weyerhaeuser Way South Federal Way, Washington 98003

Record Date: February 20, 2009 Agenda

 To elect five Directors;  To take action on the shareholder proposals;  To approve, on an advisory basis, the appointment of auditors; and  To transact any other business that may be properly brought before the annual meeting. Admission All shareholders are invited to attend the annual meeting. You will need an admission ticket or proof of ownership of Weyerhaeuser common stock, as well as a form of personal photo identification, to be admitted to the annual meeting.

The annual meeting will be held at the Weyerhaeuser Company Corporate Headquarters Building in Federal Way, Washington. Seating will be limited and on a first come basis. Please refer to page 3 of this Proxy Statement for information about attending the meeting.

Voting Shareholders owning Weyerhaeuser common stock on the Record Date, or their legal proxy holders, are entitled to vote at the annual meeting. For information on how to vote your shares, please refer to the instructions on the enclosed proxy card or review the section titled “Proxy and Voting Information” on pages 2 and 3 of this Proxy Statement.

This Proxy Statement, form of proxy and Weyerhaeuser Company 2008 Annual Report are being distributed to shareholders on or about March 11, 2009.

The 2008 Annual Report and this Proxy Statement can be viewed at http://bnymellon.mobular.net/bnymellon/wy in accordance with Securities and Exchange Commission rules.

Claire S. Grace Vice President and Corporate Secretary

Federal Way, Washington

2009 PROXY STATEMENT

WEYERHAEUSER COMPANY P.O. Box 9777 Federal Way, Washington 98063-9777 (253) 924-2345 March 11, 2009

PROXY AND VOTING INFORMATION

Weyerhaeuser Company (the “Company”) will hold its annual meeting of shareholders at its Corporate Headquarters Building, Federal Way Washington on Thursday, April 16, 2009 at 9 a.m. to consider the items on the attached notice of shareholder meeting. All items on the attached notice are more fully described in this proxy statement.

The only securities eligible to vote at the annual meeting are the Company’s common shares. Proxy cards are enclosed for shareholders who hold common shares.

Only shareholders of record at the close of business on February 20, 2009 will be eligible to vote at the annual meeting. On that date, 211,280,657 common shares were outstanding. Each common share entitles the holder to one vote at the annual meeting. The enclosed form of proxy is solicited by the Board of Directors of the Company. A proxy may be revoked by notice in writing to the Corporate Secretary at any time before it is voted. If not revoked, the proxy will be voted as directed by the shareholder.

Under Washington law and the Company’s Restated Articles of Incorporation, if a quorum is present at the meeting:

 the five nominees for election as directors will be elected to the Board of Directors if the votes cast for each nominee exceeds the votes cast against the nominee and  the shareholder proposals included in this proxy statement will be approved if the number of votes cast in favor of the proposals exceed the number of votes cast against the proposals.

In the election of directors, certain shares present at the meeting are counted as not voted. These include any shares:

 for which there is an abstention,  for which no authority or direction to vote in the election is given or specified or  for which the ballot is marked withheld. In the votes on the shareholder proposals, certain actions will have no effect on the vote for a proposal. For example, if a shareholder or broker abstains from voting or fails to vote it will have no effect on the approval of the proposal because abstentions and broker non-votes are not considered votes cast by shareholders.

The Company’s annual report to shareholders for 2008 is being mailed with this proxy statement to shareholders entitled to vote at the 2009 annual meeting.

VOTING INFORMATION You may vote your shares in one of several ways, depending upon how you own your shares.

Shareholders of record (you own shares in your own name) can vote by telephone, on the Internet or by mail as described below. Street name shareholders (you own shares in the name of a bank, broker or other holder of record) should refer to the proxy form or the information you receive from the record holder to see which voting methods are available to you.

 Voting by Telephone. Call the toll-free number listed on the proxy card and follow the instructions. Have your proxy card in hand when you call.  Voting on the Internet. Go to www.proxyvoting.com/wy and follow the instructions. Have your proxy card in hand when you access the web site.

 Voting by Mail. Complete, sign, date and return the enclosed If you are a street name shareholder and you plan to attend the proxy card or voting instruction card in the envelope provided. annual meeting, you must present proof of your ownership of  Voting at the annual meeting. If you decide to attend the meeting Weyerhaeuser common shares as of the record date, February 20, and vote in person, you may deposit your proxy card in the ballot 2009. Acceptable proof would be an original bank or brokerage box at the registration desk at the annual meeting or you may account statement as of that date. You also must present photo complete a ballot that will be distributed at the annual meeting. identification to be admitted. If you arrive at the meeting without If you are a street name shareholder, you must obtain a proxy, proof of your ownership of common shares as of the record date, executed in your favor, from the holder of record to be able to vote at you will not be admitted to the meeting. the annual meeting. If you are a street name shareholder and intend to designate a INFORMATION ABOUT THE MEETING proxy holder, the designee must present:

Attendance at the annual meeting is limited to shareholders. The  your original signed form of proxy; meeting will be held at Weyerhaeuser’s Corporate Headquarters  proof of your ownership of common shares (such as a bank or Building, 33663 Weyerhaeuser Way South, Federal Way, brokerage statement) as of the record date, February 20, 2009; Washington. and  photo identification. If you are a shareholder of record, an admission ticket is attached to If we cannot verify that you are a shareholder, your designee will your proxy card. You must present this admission ticket at the not be admitted to the meeting. registration desk to be allowed into the annual meeting. If you plan to attend the annual meeting, please vote your proxy, but keep the If you are hearing impaired or require other special admission ticket and bring it to the annual meeting along with accommodations due to disability, please write to the Corporate photo identification. If you arrive at the meeting without your Secretary prior to the meeting to indicate the accommodations that admission ticket, we will admit you only if you have photo you will need. identification and we are able to verify that you are a shareholder of record. No banners, placards, signs, literature for distribution, cameras, recording equipment, electronic devices, including cell phones, large bags, briefcases or packages will be permitted in the annual meeting.

NOMINEES FOR ELECTION ITEM 1. ELECTION OF DIRECTORS TERM EXPIRES IN 2012

The Company’s Articles of Incorporation provide that the directors of Debra A. Cafaro, 51, a director of the the Company are classified into three classes and that each class Company since 2007, has been chairman, should be as nearly equal in number as possible. The classes president and chief executive officer of Ventas, relate to the director’s term of office. At each annual meeting of Inc. (health care real estate investment trust) shareholders the successors to the directors whose terms expire at since 2003. She was its president and chief that meeting are elected for terms expiring at the third annual executive officer from 1999 when she joined the meeting after their election by the shareholders. The Board of company until 2003, and has been a director of Directors is authorized to fix the number of directors within the the company since 1999. She served as range of 9 to 13 members, and has fixed the number at 12. Four of president and director of Ambassador the nominees identified below are nominated to be elected at the Apartments, Inc. (real estate investment trust) 2009 annual meeting for three-year terms expiring at the 2012 from 1997 until 1998 when it merged with annual meeting and one nominee is nominated for a two-year term AIMCO. She is the first vice chair of NAREIT expiring at the 2011 annual meeting. Mses. Cafaro and Piasecki (National Association of Real Estate Investment currently are directors of the Company elected by the shareholders. Trusts), a member of the Real Estate Messrs. Emmert, Fulton and Murdy were appointed by the Board of Roundtable and immediate past chair of the Directors to fill vacancies on the Board. Under the terms of the University of Chicago Law School Visiting Company’s Bylaws, these three directors are required to stand for Committee. election at the shareholders’ meeting. Nicole W. Piasecki, 46, a director of Unless a shareholder instructs otherwise on the proxy card, it is the Company since 2003, is president of Boeing intended that the shares represented by properly signed proxies in Japan. Previously, she served as executive vice the accompanying form will be voted for the persons nominated by president of Business Strategy & Marketing for the Board of Directors. The Board of Directors anticipates that the Boeing Commercial Airplanes, The Boeing listed nominees will be able to serve, but if at the time of the Company, from 2003 to 2006; was vice meeting any nominee is unable or unwilling to serve, the proxy president of Commercial Airplanes Sales, holders may vote such shares at their discretion for a substitute Leasing Companies from 2000 until January nominee. 2003; and served in various positions in engineering, sales, marketing, and business strategy for the Commercial Aircraft Group from 1991. She is a member of the Board of Governors, Tokyo, of the American Chamber of Commerce of Japan a former member of the Federal Aviation’s Management Advisory Council, the YWCA of Seattle-King County- Snohomish County and a former director of Washington Works.

NOMINEE FOR ELECTION TERM EXPIRES IN 2011

Wayne W. Murdy, 64, a director of the Company since January 2009, was chairman of the board of Newmont Mining Corporation (international mining) from 2002 to December 2007. He was the chairman and chief executive Mark A. Emmert, 56, a director of the Company since officer of Newmont Mining from 2002 until his June 2008, has been the president of the University of Washington retirement in 2007, its president and chief in Seattle, Washington, since 2004. He served as chancellor of executive officer from 2001 to 2002, its president Louisiana State University from 1999 to 2004 and chancellor and from 1999 to 2001, its executive vice president provost of the University of Connecticut from 1994 to 1999. Prior to and chief financial officer from 1996 to 1999 and 1994, he was provost and vice president for Academic Affairs at its senior vice president and chief financial officer Montana State University and held faculty and administrative from 1992 to 1996. Before joining Newmont positions at the University of Colorado. He also is a director of Mining, Mr. Murdy spent 15 years serving in Expeditors International of Washington, Inc. He served as chair of senior financial positions in the oil and gas the Council of Academic Affairs for the National Association of State industry, including positions with Apache Universities and Land-Grant Colleges and is co-chair to that Corporation and Getty Oil Company. He also is organization’s Board of Oceans and Atmosphere. He also is a Life a director of Qwest Communications Member of the Council on Foreign Relations. International Inc.

CONTINUING DIRECTORS TERMS EXPIRE IN 2010

Richard H. Sinkfield, 66, a director of the Company since 1993, is a senior partner in the law firm of Rogers & Hardin in Atlanta, Georgia, and has been a partner in the firm Daniel S. Fulton, 60, has been chief executive officer since 1976. He was a director of United Auto and a director of the Company since April 2008 and has been its Group, Inc. (automobile retailer) from 1993 to president since January 2008. He was president of Weyerhaeuser 1999 and its executive vice president and chief Real Estate Company, a subsidiary of the Company, from 2001 to administrative officer from 1997 to 1999. He was 2008; and president of Weyerhaeuser Realty Investors Inc., a a director of Central Parking Corporation from subsidiary of the Company, from 1998 to 2000. He joined 2000 to February 2005. He is a former director of Weyerhaeuser in 1976 and has held various management and the Metropolitan Atlanta Community investment positions with the Company and its subsidiaries. He Foundation, Inc. and the Atlanta College of Art. also serves as a board member of United Way of King County. He He is a Trustee of Vanderbilt University, a is a member of the Advisory Board for the University of Washington member of the executive board of the Atlanta Business School and the Policy Advisory Board of the Joint Center Area Council of the Boy Scouts of America, a of Housing with Harvard University. member of the Board of Directors of the Georgia Appleseed Center for Law and Justice and was a member of the board of governors of the State Bar of Georgia from 1990 to 1998.

CONTINUING DIRECTORS TERMS EXPIRE IN 2011

John I. Kieckhefer, 64, a director of the Company since 1990, has been president of Kieckhefer Associates, Inc. (investment and trust management) since 1989, and was senior vice president prior to that time. He has been engaged D. Michael Steuert, 60, a director of the Company in commercial cattle operations since 1967 and since 2004, has been senior vice president and chief financial is a trustee of J.W. Kieckhefer Foundation, an officer for Fluor Corporation (engineering and construction) since Arizona charitable trust. 2001. He served as senior vice president and chief financial officer at Litton Industries Inc. (defense electronics, ship construction and Arnold G. Langbo, 71, a director of the electronic technologies) from 1999 to 2001 and as a senior officer Company since 1999, was chairman of Kellogg and chief financial officer of GenCorp Inc. (aerospace, propulsion Company (cereal products) from 1992 until his systems, vehicle sealing systems, chemicals and real estate) from retirement in 2000. He joined Kellogg Canada 1990 to 1999. He also serves as Trustee of Prologis. Inc. in 1956 and was elected president, chief

operating officer and a director of Kellogg Company in 1990. He served as chief executive officer of Kellogg Company from 1992 to 1999. He also is a director of The Hershey Company, Johnson & Johnson and Whirlpool Corporation.

Charles R. Williamson, 60, a director James N. Sullivan, 71, a director of the Company of the Company since 2004 and chairman since since 1998, is the retired vice chairman of the board of Chevron 2009, was the executive vice president of Corporation (international oil company) where he was a director Chevron Texaco Corporation (international oil from 1988 to 2000. He joined Chevron in 1961, was elected a vice company) from August, 2005 until his retirement president in 1983 and served as its vice chairman from 1989 to on December 1, 2005. He was chairman and 2000. chief executive officer of Unocal Corporation (oil and natural gas) from 2000 until its acquisition by Chevron Corporation in 2005. He served as Unocal Corporation’s executive vice president, International Energy Operations from 1999 to 2000. He was a director of Unocal Corporation and former chairman of the US-ASEAN Business Council. He also is a director of Talisman Energy Inc. and PACCAR Inc. Kim Williams, 53, a director of the Company since 2006, was senior vice president and associate director of global industry research for Wellington Management Company LLP (investment management) from 2001 to 2005, was elected a partner effective January 1995 and held various management positions with Wellington from 1986 to 2001. Prior to joining Wellington, she served as vice president, industry analyst for Loomis, Sayles & Co., Inc (investment management) from 1982 to 1986. She is also a director of E.W. Scripps Company and MicroVest. She is a member of the Overseer Committee of Brigham and Women’s Hospital in Boston, Massachusetts and a Trustee of Brookwood School, Manchester by the Sea, Massachusetts.

www.weyerhaeuser.com under “Company” at the top of the page, BOARD OF DIRECTORS AND COMMITTEE “Investors,” and then under the “Governance” link. If you would like INFORMATION to receive a paper copy, you may request one by writing to Claire S. Grace, Vice President and Corporate Secretary, Weyerhaeuser The Board of Directors of the Company has determined that each of Company, P.O. Box 9777, Federal Way, WA 98063-9777 or by the Company’s directors, with the exception of the Company’s sending an email to [email protected]. chief executive officer, is independent within the meaning of the listing requirements established by the New York Stock Exchange. The Board of Directors has a number of committees that perform The independent directors regularly meet in separate executive certain functions for the Board. The current committees of the Board session without any member of Company management present. of Directors are the Executive Committee, Audit Committee, The Chairman of the Board, who is an independent director, Compensation Committee, Corporate Governance Committee and presides over these meetings. Finance Committee.

The Board of Directors has documented the governance practices The Board of Directors met on eight occasions in 2008. Each of the followed by the Company by adopting Corporate Governance directors attended at least 75% of the total meetings of the Board Guidelines. The Corporate Governance Guidelines establish the and the committees on which he or she served in 2008. The practices the Board of Directors follow with respect to Board function following table provides membership and meeting information for and operation, Company operations, Board organization and each of the Board committees. composition and Board conduct. The Governance Guidelines are available on the Company’s website at

Corporate Audit Compensation Executive Governance Finance Name Committee Committee Committee Committee Committee Debra A. Cafaro X Mark A. Emmert X X Daniel F. Fulton John I. Kieckhefer X X Arnold G. Langbo X X* Wayne W. Murdy (1) Nicole W. Piasecki X X Richard H. Sinkfield X* X D. Michael Steuert X* X James N. Sullivan X* X Kim Williams X X Charles R. Williamson X X* X Total meetings in fiscal year 2008 6 6 3 3 5 * Committee Chairman

(1)Mr. Murdy was appointed to the Board in January 2009 and has not yet been appointed to serve on any committee of the Board.

Each committee of the Board of Directors is described below. Each paper copy of any committee charter, you may request one by of the committees has adopted a charter and the current charter for writing to Claire S. Grace, Vice President and Corporate Secretary, each committee can be found on the Company’s website at Weyerhaeuser Company, P.O. Box 9777, Federal Way, WA www.weyerhaeuser.com under “Company” at the top of the page, 98063-9777 or by sending an email to “Investors,” and then under the “Governance” link. If you would like [email protected]. to receive a

The Board of Directors has given the Executive Committee the Committee manages the processes used by the Board to evaluate power and authority to act for the Board in the interval between the chief executive officer and provides oversight of: Board meetings, except to the extent limited by law. The chairman  senior management succession planning, of the Board, who is an independent director, also serves as the  ethics and business conduct of the Company, chairman of the Executive Committee. The Executive Committee  human resources practices, acted by consent in lieu of meeting on one occasion during the year  environmental and safety issues at the Company and in addition to the meeting information in the table above.  political activities. The Audit Committee provides oversight of the quality and integrity The Board of Directors has determined that each member of the of the accounting, auditing and financial reporting practices of the Corporate Governance Committee is independent within the Company. It also is responsible for the oversight of the Company’s meaning of the listing requirements of the New York Stock compliance with legal and regulatory requirements and for other Exchange. duties that the Board or the Audit Committee chair deems appropriate. It exercises its oversight obligations through regular The Finance Committee monitors and oversees the Company’s meetings with management, the director of internal audit and the financial resources and strategies, with emphasis on those issues Company’s Independent Auditor. The Board of Directors has that are long-term in nature. The Committee: determined that each member of the Audit Committee is  provides guidance to the Board regarding major financial policies independent within the meaning of the listing requirements of the of the Company; New York Stock Exchange.  oversees financial matters of importance to the Company;  reviews with management the Company’s major financial risk The Compensation Committee is responsible for exposure;  reviewing and approving the strategy and design of the  reviews and approves credit policies, cash management and Company’s compensation and benefits systems, pension fund investment strategies;  making recommendations to the Board for incentive  makes recommendations to the Board regarding operating plans, compensation and equity-based plans, debt and equity programs; and  making recommendations to the Board regarding the  makes recommendations to the Board regarding significant compensation of the Company’s directors and chief executive mergers, acquisitions, asset sales or purchases and other officer, significant business opportunities.  reviewing and approving salaries and incentive compensation of The Board of Directors has determined that each member of the Company executive officers and certain other positions and Finance Committee is independent within the meaning of the  administering the Company’s stock option and incentive listing requirements of the New York Stock Exchange. compensation plans. The Board of Directors has determined that each member of the CONSIDERATION OF DIRECTOR NOMINEES Compensation Committee is independent within the meaning of Director Qualifications the listing requirements of the New York Stock Exchange. The Board codified standards for directors in the Board’s Corporate Governance Guidelines. The Guidelines provide that the Board The Corporate Governance Committee takes a leadership role in should encompass a range of talent, skill and expertise sufficient to shaping the governance of the company. It provides oversight and provide sound and prudent guidance with respect to the Company’s direction regarding the functioning and operation of the Board. It operations and interests. The Corporate Governance Guidelines also recommends to the Board candidates for election as directors also provide that at all times a majority of the Board must be and director candidates for election as the chairman of the Board. “independent directors” as defined from time to time by the listing The requirements of the New

York Stock Exchange and any specific requirements established by – Relationships – understanding how to interact with the Board. Each director also is expected to: governments, investors, financial analysts, and communities in which the Company operates;  exhibit high standards of integrity, commitment and – Functional – understanding of finance matters, financial independence of thought and judgment; statements and auditing procedures, technical expertise, legal  use his or her skills and experiences to provide independent issues, information technology and marketing; and oversight to the business of the Company; and  Ethics – the ability to identify and raise key ethical issues  represent the long-term interests of all the shareholders. concerning the activities of the Company and senior management Directors must be willing to devote sufficient time to carrying out as they affect the business community and society. their duties and responsibilities effectively. Directors also must be committed to devoting the time and effort necessary to learn the Identifying and Evaluating Nominees for Directors business of the Company and the Board. The Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for director. The Corporate As part of its periodic self-assessment process, the Board of Governance Committee regularly assesses the mix of skills and Directors has determined that the Board as a whole must have the industries currently represented on the Board, whether any right diversity, mix of characteristics and skills for the optimal vacancies on the Board are expected due to retirement or otherwise, functioning of the Board in its oversight of the Company. The Board the skills represented by retiring directors, and additional skills believes it should be comprised of persons with skills in areas such highlighted during the Board self-assessment process that could as: improve the overall quality and ability of the Board to carry out its  finance; function. In the event vacancies are anticipated, or arise, the  sales and markets; Corporate Governance Committee considers various potential  strategic planning; candidates for director. Candidates may come to the attention of the  human resources and diversity; Corporate Governance Committee through current Board  safety; members, professional search firms, shareholders or other  industry business; persons. The Corporate Governance Committee or a  leadership of large, complex organizations; subcommittee may interview potential candidates to further assess  legal; their ability to serve as a director, as well as the qualifications  banking; possessed by the candidates. The Corporate Governance  government and governmental relationships; Committee then determines the best qualified candidates based  international business and international cultures; and on the established criteria and recommends those candidates to the  information technology. Board for election at the next annual meeting of shareholders. In addition to the targeted skill areas, the Corporate Governance Shareholder Nominees Committee has identified key knowledge areas that it believes are The Corporate Governance Committee will consider nominees for critical for directors to add value to a Board, including: the Board of Directors recommended by shareholders. If a  Strategy – knowledge of the Company business model, the shareholder wishes to recommend a nominee, he or she should formulation of corporate strategies, knowledge of key competitors write to the Corporate Governance Committee, care of Claire S. and global markets; Grace, Vice President and Corporate Secretary, Weyerhaeuser  Leadership – skills in coaching senior executives and the ability to Company, P. O. Box 9777, Federal Way, WA 98063-9777, assist the CEO in his development; specifying the name of the nominee and the nominee’s  Organizational Issues – understanding of the implementation of strategies, change management processes, group effectiveness and organizational design;

$80,000 or 1233 units; Ms. Williams, $70,000 or 1079 units; and Mr. Williamson, qualifications for membership on the Board of Directors. All $80,000 or 1233 units. recommendations will be brought to the attention of and considered by the Committee. (2)The amounts in this column reflect the grant date fair value of director compensation earned and paid in the form of retainer amounts that automatically were deferred into the Weyerhaeuser common stock fund under SHAREHOLDER COMMUNICATIONS our Fee Deferral Plan for Directors. The grant date fair value was computed in Communications may be addressed to Claire S. Grace, Vice accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment President and Corporate Secretary, Weyerhaeuser Company, P. O. (“FAS 123R”), and is based on a grant date that is the date of the Company’s Box 9777, Federal Way, WA 98063-9777 marked to the attention annual meeting. Under the terms of the Fee Deferral Plan for Directors, the number of retainer stock units awarded is based on the amount of the deferred of the Board or any of its committees, the independent directors or fees divided by the median price per share of Weyerhaeuser stock as reported individual directors. Communications also may be sent by email to by The Wall Street Journal for the New York Stock Exchange Composite [email protected]. Transactions for the last 11 trading days of January of the year in which the fees are paid. Each of the Directors who received fees in 2008 automatically deferred $70,000 of fees and was credited with 1080 stock equivalent units with ANNUAL MEETING ATTENDANCE the exception of Mr. Emmert who joined the Board in June 2008 and received a The directors are expected to attend the Company’s annual prorated amount of the annual fee, of which he automatically deferred half, or $58,335, and was credited with 900 stock equivalent units. The grant date fair meetings, if possible. All of the directors attended the 2008 annual value of each retainer stock unit is equal to the number of stock equivalent meeting. units multiplied by the closing value of the Company’s common stock on the grant date. See Note 18 of Notes to Consolidated Financial Statements set forth in the Company’s Annual Report on Form 10-K for fiscal year 2008. DIRECTORS’ COMPENSATION (3)As chair of the various committees of the Board of Directors, the following The following table shows the annual compensation of our non- directors received additional compensation of $10,000 during 2008: employee directors for 2008, which consisted of annual retainer Mr. Mazankowski, International Committee Chair; Mr. Sinkfield, Corporate Governance Committee Chair; Mr. Langbo, Finance Committee Chair; fees paid in cash, including amounts associated with chairing Mr. Steuert, Audit Committee Chair; Mr. Sullivan, Compensation Committee Board committees, and retainer deferred stock unit awards that are Chair; and Mr. Williamson, Executive Committee Chair. The Board discontinued the International Committee effective December 2008. payable only in cash. All values are reported in U.S. dollars. (4)Mr. Emmert was appointed to the Board effective June 1, 2008. Fees Earned Mr. Mazankowski retired from the Board effective January 14, 2009. or Paid in Stock Cash Awards Total Non-Employee Director Compensation Program Name ($) (1) ($) (2) ($) The Board believes that the level of non-employee director Debra A. Cafaro 70,000 68,105 138,105 Mark A. Emmert (4) 58,335 56,754 115,089 compensation should be based on Board and committee Arnold G. Langbo (3) 80,000 68,105 148,105 responsibilities and be competitive with comparable companies. In Donald F. Mazankowski (3)(4) 80,000 68,105 148,105 addition, the Board believes that a significant portion of non- Richard H. Sinkfield (3) 80,000 68,105 148,105 employee director compensation should align director interests with John I. Kieckhefer 70,000 68,105 138,105 Nicole W. Piasecki 70,000 68,105 138,105 the long-term interests of shareholders. As a result, retainer D. Michael Steuert (3) 80,000 68,105 148,105 amounts automatically deferred into stock equivalent units in the James N. Sullivan (3) 80,000 68,105 148,105 Fee Deferral Plan for Directors are not paid to a director until after Kim Williams 70,000 68,105 138,105 Charles R. Williamson (3) 80,000 68,105 148,105 the director’s retirement or other termination of service to the Company and then are valued based on the value of the (1)The amounts in this column reflect director compensation earned and paid in cash, including amounts voluntarily deferred under our Fee Deferral Plan for Company’s common stock in the year the payment is made. Directors. Of the amounts of compensation earned, the following directors elected to defer fees into the Weyerhaeuser common stock fund under our Fee Deferral Plan for Directors and were credited with the following common stock equivalent units: Ms. Cafaro, $70,000 or 1079 units; Mr. Mazankowski, $20,000 or 308 units; Mr. Kieckhefer, $70,000 or 1079 units; Mr. Steuert, $80,000 or 1233 units; Mr. Sullivan,

Non-employee directors are compensated by: transfer deferred stock units. Deferred stock equivalent units earn the equivalent of dividends, which are credited as additional  A base cash annual retainer fee of $140,000, $70,000 of which is deferred stock equivalent units. Deferred stock equivalent units are paid in retainer deferred stock unit awards. distributed in cash following the director’s retirement or other  An additional cash annual retainer fee of $10,000 is paid to each termination of service to the Company based on the value of the committee chair. Company’s stock in the year the payment is made. Effective April 2009, the Board has elected an independent director Retainer Stock Unit Awards as chairman of the Board. The Board determined that the non- Each non-employee director who continues to serve as a director employee chairman of the Board will receive an annual cash following each annual meeting is granted a retainer stock unit retainer of $300,000 of which $150,000 will be paid in retainer award, with the number of units equal to the number of shares of deferred stock unit awards. Weyerhaeuser stock that could be purchased with an aggregate of Annual Board Retainer Cash Fees $70,000. The number of retainer stock units awarded is based on In 2008, non-employee directors received a cash Annual Board the amount of the deferred fees divided by the median price per Retainer Fee of $70,000 per year. Non-employee directors who share of Weyerhaeuser stock as reported by The Wall Street served as chairs of Committees received an additional retainer fee Journal for the New York Stock Exchange Composite Transactions of $10,000. The Company does not pay additional fees for attending for the last 11 trading days of January of the year in which the fees Board or committee meetings. All retainer fees are paid annually, are paid. For the 2008 awards, the median value on the last eleven immediately following the annual shareholders’ meeting. Directors trading days in January 2008 was $64.84, which resulted in a total who are appointed to fill a vacancy on the Board are paid a pro rata of 1080 retainer stock units awarded to each director who served for amount of the annual retainer immediately following the effective the entire year. The retainer stock units are credited to the director’s date of the director’s appointment. account (an unfunded stock unit account) in the Company’s Fee Deferral Plan for Directors and are immediately vested. Directors do The Company reimburses non-employee directors for actual travel not have the right to vote or transfer retainer stock units. Retainer and out-of-pocket expenses incurred in connection with their stock units earn the equivalent of dividends, which are credited as services. Compensation also is available for extended travel on additional retainer stock units. Retainer stock units are distributed Board business at the request of the Board or a committee of the in cash following the director’s retirement or other termination of Board at the rate of $2,000 per day, including travel days and work service to the Company based on the value of the Company’s stock days. Directors who also are employees of the Company do not in the year the payment is made. receive compensation for their service on the Board or any committees. Deferral of Cash Compensation Non-employee directors may elect to defer all or part of their cash compensation into an interest-bearing, cash-based account or as deferred common stock equivalent units (an unfunded stock unit account) under the Company’s Fee Deferral Plan for Directors. The number of deferred stock equivalent units is calculated by dividing the amount of the deferred fees by the median price per share of Weyerhaeuser stock as reported by The Wall Street Journal for the New York Stock Exchange Composite Transactions for the last 11 trading days of January of the year in which the fees are paid. Directors do not have the right to vote or

The amount reported in the Stock Awards column for each director compensation and awards of retainer stock units, including is the dollar value of the retainer stock units awarded in 2008, additional deferred stock equivalent units credited as a result of computed in accordance with Financial Accounting Standards Board dividend equivalents earned with respect to the deferred stock Statement of Financial Accounting Standards No. 123 (revised equivalent units, is listed below in the table describing beneficial 2004), Share-Based Payment (“FAS 123R”), which was ownership of the Company’s common shares. calculated based on the per share Market Value of Weyerhaeuser stock on the date of grant. See Note 18 of Notes to Consolidated Director Compensation Review Practices Financial Statements set forth in the Company’s Annual Report on The Compensation Committee is responsible for annually Form 10-K for fiscal year 2008. reviewing the Company’s non-employee director compensation practices in relation to comparable companies. Any changes to be The number of aggregate deferred stock equivalent units made to non-employee director compensation practices must be accumulated in each director’s deferral account as of December 31, recommended by the Compensation Committee for approval by the 2008 for all years of service as a director, from deferrals of cash full Board.

directors and executive officers as a group, have the power to vote BENEFICIAL OWNERSHIP OF COMMON SHARES or cause disposition of the shares. Percentages of total beneficial DIRECTORS AND EXECUTIVE OFFICERS ownership have been calculated based upon the total number of common shares outstanding as of December 31, 2008. The following table shows as of January 2, 2009 the number of common shares of the Company that each director, each named executive officer and the

Common Voting and or Dispositive Stock Powers (number of Percent of Class Equivalent common shares) (common Units Name of Individual or Identify of Group (1)(2)(3)(4) shares) (5) Lee T. Alford 99,391 * 12,389 Patricia M. Bedient 47,475 * 10,214 Debra A. Cafaro — * 4,255 Srinivasan Chandrasekaran 23,110 * — Mark A. Emmert 150 * 926 Daniel S. Fulton 163,161 * 26,160 Thomas F. Gideon 55,465 * 5,422 John I. Kieckhefer 4,399,448 2.1 31,359 Arnold G. Langbo 200 * 10,176 Sandy D. McDade 52,370 * 7,534 Wayne W. Murdy 3,000 * — Craig D. Neeser 25,081 * — Nicole W. Piasecki 226,668 * 7,092 Steven R. Rogel 1,332,154 * 86,154 Richard H. Sinkfield 500 * 12,884 D. Michael Steuert — * 7,215 James N. Sullivan 1,000 * 21,998 Kim Williams — * 5,390 Charles R. Williamson — * 9,727 Directors and executive officers as a group (25 individuals) 6,641,796 3.1 266,357

* Denotes amount is less than 1%

(1)Includes the number of shares that could be acquired within 60 days of January 2, 2009 pursuant to outstanding stock options, as follows: Mr. Alford, 93,500 common shares; Ms. Bedient, 44,650 common shares; Mr. Chandrasekaran, 21,013 common shares; Mr. Fulton, 157,774 common shares; Mr. Gideon 50,850 common shares;. Mr. McDade, 49,125 common shares; Mr. Neeser, 24,670; Mr. Rogel, 1,318,603 common shares; and of the executive officers as a group, 1,935,905 common shares.

(2) Includes the number of restricted stock units that vest within 60 days of January 2, 2009 as follows: Mr. Alford, 1,162 common shares; Ms. Bedient, 1,912 common shares; Mr. Chandrasekaran, 1,462 common shares; Mr. Fulton, 4,500 common shares; Mr. Gideon, 1,395, common shares; Mr. McDade, 1,275 common shares; Mr. Rogel, 8,500 commons shares and of the executive officers as a group, 23,295 common shares.

(3) Includes shares for which certain of the directors and nominees share voting and dispositive powers with one or more other persons as follows: Mr. Kieckhefer, 3,568,177 shares; and Ms. Piasecki, 204,474 shares.

(4) Beneficial ownership of some of the common shares is disclaimed by certain of the persons listed as follows: Mr. Kieckhefer, 4,002,144 shares; and Ms. Piasecki, 210,708 shares.

(5) Common stock equivalent units held as of December 31, 2008 under the Fee Deferral Plan for Directors or under the Incentive Compensation Plan for Executive Officers.

OWNERS OF MORE THAN 5% COMPENSATION DISCUSSION & ANALYSIS (CD&A) The following table shows the number of common shares held by persons known to the Company to beneficially own more than five EXECUTIVE SUMMARY percent of its outstanding common shares. Weyerhaeuser uses a compensation approach for its Named Executive Officers (“NEO”s) that is designed to achieve several key Amount and Percent objectives, including: Nature of of Class

Name and Address Beneficial (common  focusing decision-making and behavior on goals that are of Beneficial Owner Ownership shares) Capital World Investors (1) 27,762,690 13.1 consistent with the overall business strategy, 333 South Hope Street  reinforcing a pay-for-performance culture and Los Angeles CA 90071  allowing the Company to attract and retain employees with the The income Fund of America, Inc. (2) 10,728,000 5.1 333 South Hope Street skills critical to the Company’s long-term success. Los Angeles CA 90071 Franklin Mutual Advisors, LLC (3) 18,015,689 6.7 To achieve these objectives, Weyerhaeuser uses a mix of base pay, 51 John F. Kennedy Parkway incentive opportunities (short and long-term), and other benefits Short Hills NJ 07078 and rewards. The various compensation programs are intended to

(1)Based on a Schedule 13G dated February 6, 2009 in which Capital World be competitive in the market and to enable the Company to attract Investors, a division of Capital Research and Management Company, reported and retain key talent, while concentrating a majority of the that as of December 31, 2008 it had sole voting power over 1,980,000 of the shares and sole dispositive power over all 27,762,690 shares, including executives’ reward opportunities in at-risk incentive pay that 10,728,000 shares held on behalf of its client, The Income Fund of America, requires performance against measurable objectives to achieve Inc. Capital World Investors disclaims beneficial ownership of all of the shares. payouts. The design of the compensation programs is intended to (2)Based on a Schedule 13G dated February 6, 2009 in which The Income Fund of America, Inc., a client of Capital World Investors, reported that as of support the Company’s overall business objectives and increase December 31, 2008 it had sole voting power over 10,728,000 of the shares and long-term shareholder value. The following discussion provides an sole dispositive power over none of the shares. overview of key objectives, policies, elements, and designs of the (3)Based on Amendment No. 1 to Schedule 13D filed December 14, 2006 in which Company’s compensation programs, as well as the Compensation Franklin Mutual Advisors, LLC reported that as of December 13, 2006 it had sole voting and dispositive powers over all 18,015,689 shares. Committee’s considerations and reasons for its compensation decisions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING OVERVIEW COMPLIANCE Weyerhaeuser Company is one of the world’s largest integrated forest products companies. In 2008, the Company had sales of $8 Section 16(a) of the Securities Exchange Act of 1934 requires the billion. It has offices or operations in 10 countries, and customers Company’s directors and certain of its officers to send reports of worldwide. Weyerhaeuser’s primary businesses include the their ownership of Weyerhaeuser stock and of changes in such growing and harvesting of timber; the manufacture, distribution and ownership to the Securities and Exchange Commission (the sale of forest products; and real estate construction and “SEC”) and the New York Stock Exchange. Based solely on the development. Additional information about Weyerhaeuser’s Company’s review of the copies of such reports it has received, the businesses and products is available at Company believes that all its directors and officers filed all such http://www.weyerhaeuser.com. reports on a timely basis with respect to transactions during 2008.

The Company’s current compensation program was developed by This compensation program for executive officers is comprised of the Compensation Committee, working with its compensation several components, including: consultant, Mercer, following a year-long review and redesign and  base salary; was implemented in 2006. The Committee reviewed leading  annual cash incentives; practices in executive compensation and shareholder expectations,  long-term incentives, consisting of a mix of stock options, stock as well as factors influencing shareholder value, and established appreciation rights, restricted stock units and performance share compensation principles designed to promote and reward improved units; Company performance. Following the implementation of the new  retirement benefits; and compensation program, the Compensation Committee regularly  medical and other benefits. assesses its effectiveness and its success in achieving the Committee’s goals. DETERMINATION OF COMPENSATION COMPENSATION PHILOSOPHY AND PRINCIPLES Weyerhaeuser’s compensation principles are supported through a number of policies, concepts and processes. Weyerhaeuser’s compensation philosophy is to motivate and reward employees for performance that will result in superior Total Compensation financial results and create long-term value for shareholders. To provide a competitive overall compensation and benefits package Weyerhaeuser’s compensation programs are designed to: that is tied to creating shareholder value and supports the execution

 focus decision-making and behavior on goals that are consistent of its business strategies, Weyerhaeuser uses a range of with the overall business strategy, components. The combination of the components and the amount  reinforce a pay-for-performance culture through a balance of fixed of each component is influenced by the role of the person in the and incentive pay opportunities and Company, market surveys, the total value of all the compensation,  allow the Company to attract and retain employees with the skills benefits and perquisites available to the person and employment critical to the Company’s long-term success. contracts with individual officers. The Committee reviewed a tally sheet of all compensation, benefits and perquisites provided to the The following key compensation principles, established as part of CEO and the named executive officers in connection with its the review and redesign process described above, guide the design compensation decisions for these officers. In general, the Company and ongoing administration of the Company’s overall positions itself at the median for each of the different components of compensation program: total pay so that total compensation for the CEO and the named  clearly communicate the desired behavior and use incentive pay executive officers is comparable to the Company’s peers. For 2008, programs to reward the achievement of performance goals: the total compensation paid to the named executive officers fell – improve absolute level of returns on investments, generally at the median of similarly situated executive officers in – outperform peers and the competitive market. – create shareholder value;  promote a “one company” perspective among all Company Performance Management employees; Weyerhaeuser’s policy is to provide rewards for the achievement of  maintain total compensation at market competitive levels; specific performance goals. The Company uses an annual  provide a broad range of payout opportunities based on Performance Management Process (“PMP”) for its employees to performance; and assess individual performance. In the PMP process, each  design simple pay programs to control costs and ensure employee, including each of the named executive officers, employee understanding. establishes his or her performance goals at the beginning of the year in consultation with the employee’s manager. At the end of the year, the employee’s performance is

Source: WEYERHAEUSER CO, DEF 14A, March 10, 2009 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents assessed against these goals. Key performance goals for 2008 below for more of the specific features of these forms of equity.) In were principally in the areas of: safety, diversity, financial 2006 and 2007, the U.S. senior executives (including the named performance, relative competitive performance and customer value executive officers) received 50% of the value of the award in options delivery. Individual PMP ratings are developed based on an and 50% of the value of the award in performance share units. This evaluation of the performance of the business unit and the mix was used to focus the executive on the Company’s share price individual employee. PMP results for an employee affect the and financial performance compared to its peer companies. Also, employee’s salary increases, the annual cash incentive reward, this mix puts more compensation at risk for senior executives, and and the long-term incentive grant level, if eligible. provides for greater rewards if superior performance is generated. The Canadian senior executive who is one of the named executive Variable Pay at Risk officers historically received long-term incentive compensation in The percentage of an employee’s compensation opportunity that is the form of stock appreciation rights. This long-term incentive fixed instead of variable is based primarily on the employee’s role vehicle in Canada was used to focus the executive on the in the Company. In general, employees with more ability to directly Company’s share price, while avoiding the adverse Canadian tax influence overall Company performance have a greater portion of treatment that occurs when U.S. stock options, performance share their pay at risk through short- and long-term incentive programs. units or restricted stock units are granted to non-U.S. citizens. Executive officers with more responsibility for strategic and operating decisions have a greater percentage of their compensation Due to extremely challenging business conditions in 2008 and opportunity allocated to long-term incentives. Typically, over 40% of significant changes in the Company’s portfolio of businesses, the target total compensation opportunity for these executive officers is Compensation Committee changed the mix of forms of equity for in the form of long-term incentives. In 2008, nearly 65% of the long-term incentive compensation for U.S. executives to stock aggregate target incentive compensation for Weyerhaeuser’s options and restricted stock units. The change was made to respond named executive officers was at risk based on the performance of to the difficulty in establishing and maintaining an appropriate the Company and the executive officer (see chart below). comparator peer group for a three-year performance share measurement cycle during periods of significant changes in Variable Pay at Risk business portfolio, provide greater retention during the transition, and maintain the executive officer’s focus on the Company’s share price. In 2008, all U.S. long-term incentive participants, including executive officers and named executive officers, received 50% of the value of the award in options and 50% of the value of the award in restricted stock units. The Canadian named executive officer received stock appreciation rights. Market Positioning The Company establishes competitive compensation levels based on market reviews and then designs its pay program to focus executive officers on meeting Company performance objectives. Weyerhaeuser’s strategy is to set total compensation and benefit levels at the median of market pay and benefit levels. Each Forms of Long-Term Incentive Compensation component of total compensation and other benefits is intended to Weyerhaeuser historically has used two forms of equity for long- be consistent with market practices as established by the peer term incentive compensation for its U.S. executive officers, groups outlined below to help the Company attract and retain including the named executive officers: stock options (“options”) and executives with the skills needed in Weyerhaeuser’s businesses. performance share units. (See “Compensation Components —Long-Term Incentive Compensation”

Competitive Market Assessments comparable size to Weyerhaeuser. The pay peer group used for Weyerhaeuser regularly reviews market compensation levels to 2008 compensation decisions consisted of the following determine whether total compensation for its employees remains companies: in the targeted median pay range and makes adjustments when needed. This assessment includes evaluation of base salary, Revenue(1) Market Cap(1) Company ($MM) ($MM) annual incentive opportunities and long-term incentives. In Dow Chemical $ 53,513 $ 37,228 addition, rewards such as health benefits and retirement programs Sunoco Inc $ 41,843 $ 8,518 and perquisites regularly are assessed relative to the market. The Hess $ 31,711 $ 32,220 Alcoa Inc $ 30,748 $ 31,000 Company also reviews the competitive performance of its peers to Du Pont (E I) De Nemours $ 30,454 $ 39,639 establish performance targets for incentive plans and to assess International Paper Co $ 21,890 $ 13,863 appropriate payout levels for performance. (See “Compensation Murphy Oil Corp $ 18,422 $ 16,057 Components” for details.) United States Steel $ 16,873 $ 14,282 Nucor $ 16,593 $ 17,053 Huntsman Corp $ 9,651 $ 5,706 Peer Groups Smurfit-Stone Container Corp $ 7,420 $ 2,698 For compensation decisions made in 2008, the Committee used MeadWestvaco Corp $ 6,906 $ 5,783 separate peer groups for pay and performance. Recent consolidation Eastman Chemical $ 6,830 $ 4,950 th in the forest products industry has decreased the number of direct 75 Percentile $ 30,748 $ 31,000 th peers in the sector. Most forest products companies have lower 50 Percentile $ 18,422 $ 14,282 25th Percentile $ 9,651 $ 5,783 revenues and fewer employees than the Company. In addition, Weyerhaeuser $ 16,308 $ 15,451 Weyerhaeuser competes for talent with a broader range of (1)As of year end 2007 companies, and shareholders measure Weyerhaeuser’s performance against a broader set of peers. For these reasons, the In addition to reviewing the current pay practices of these peers, the Committee selected a group of companies for comparison of Committee reviews various pay surveys, including surveys of pay executive officer compensation comprised of a broader group of practices of forest products companies and comparably-sized basic materials companies of a manufacturing companies, and general industry data for similar size companies. The peer group and survey data generally is weighted into a market composite based on equal weighting between the data sources, though the Committee may review the data separately.

In establishing a peer group for evaluating the Company’s relative NAMED EXECUTIVE OFFICERS performance in 2008, the Committee chose a broader size range of For purposes of this Compensation Discussion and Analysis, the basic materials companies that typically have been used by Company’s named executive officers are the following persons: shareholders as benchmarks for performance. This group includes  Steven R. Rogel, chairman and chief executive officer (resigned many of the companies in the pay peer group, and also as chief executive officer effective April 17, 2008 and as chairman incorporates additional forest products companies. This group is not and a director effective April 15, 2009) used to benchmark pay because the relative revenues and scope of  Daniel S. Fulton, president and chief executive officer (appointed operations are not directly comparable to Weyerhaeuser’s. The peer as president effective January 1, 2008 and as chief executive group used for measuring relative performance for performance officer effective in April 2008; previously president of share grants in 2006 and 2007 included the following companies: Weyerhaeuser Real Estate Company)

Market  Patricia M. Bedient, executive vice president and chief financial Pay Revenue(1) Cap(1) officer Company Peer ($MM) ($MM)  Srinivasan Chandrasekaran, senior vice president, Cellulose Dow Chemical ü $ 53,513 $ 37,228 Alcoa Inc ü $ 30,748 $ 31,000 Fibers Du Pont (E I) De Nemours ü $ 30,454 $ 39,634  Thomas F. Gideon, executive vice president – Forest Products International Paper Co ü $ 21,890 $ 13,865 (assumed role of executive vice president – Forest Products United States Steel Corp ü $ 16,873 $ 14,287 effective June 19, 2008; previously senior vice president, Nucor Corp ü $ 16,593 $17,051 PPG Industries Inc $ 11,254 $ 11,500 Containerboard Packaging and Recycling) Air Products & Chemicals Inc $ 10,038 $ 21,241  Sandy D. McDade, senior vice president and general counsel Huntsman Corp ü $ 9,651 $ 5,681  Lee T. Alford, senior vice president, Residential Wood Products Praxair Inc $ 9,402 $ 28,024 Rohm & Haas Co $ 8,897 $ 10,390 (position eliminated effective December 13, 2008) Monsanto Co $ 8,563 $ 61,120  Craig D. Neeser, senior vice president, Industrial Wood Products Owens-Illinois Inc $ 7,567 $ 7,760 and International (position eliminated effective December 30, Ball Corp $ 7,475 $ 4,550 2008) Smurfit-Stone Container Corp ü $ 7,420 $ 2,705 MeadWestvaco Corp ü $ 6,906 $ 5,781 Eastman Chemical Co ü $ 6,830 $ 4,945 COMPENSATION COMPONENTS Celanese Corp $ 6,444 $ 6,400 Base Salary Domtar Inc $ 5,947 $ 3,964 Louisiana-Pacific Corp $ 1,705 $ 1,415 Salaries are provided to employees as compensation for basic 75th Percentile $ 16,663 $ 22,937 services to the Company and to meet the objective of attracting and 50th Percentile $ 9,150 $ 10,945 retaining the talent needed to run the business. Salaries provide a 25th Percentile $ 7,292 $ 5,497 consistent cash flow to employees assuming acceptable levels of Weyerhaeuser $ 16,308 $ 15,567 performance and ongoing employment. To control fixed costs while (1)As of year end 2007 still enabling the Company to attract critical talent, Weyerhaeuser

(2)Alcan was acquired in November 2007 and is no longer publicly traded targets base salaries at the median of market levels among the basic materials companies described above. Increases in salaries generally are based on the market level salary for the role in which the executive serves, individual PMP assessments, overall Company budgets and specific talent needs. Based on these criteria and a review of market movement and affordability, Weyerhaeuser made the following adjustments to base salaries for the named executive officers in 2008:

Executive Officers in AIP Performance Measure and Plan Mechanics 2008 Percent Increase New Base Salary The AIP is funded based on the Company’s return on net asset S.R. Rogel 0.00% $ 1,300,000 D.S. Fulton 28.82% $ 800,000 (“RONA”) performance excluding the results of WRECO for P.M. Bedient 6.92% $ 556,000 everyone except the CEO. RONA performance for the CEO is T.F Gideon 20.83% $ 580,000 calculated for total Weyerhaeuser, including WRECO. RONA is S.D. McDade 7.47% $ 475,000 S. Chandrasekaran 12.97% $ 418,000 defined as earnings before interest and tax (“EBIT”) divided by L.T. Alford 3.80% $ 475,841 average net assets. For purposes of determining RONA, net assets C.G. Neeser 3.80% $ 465,596 equals total assets less cash and short-term investments, accounts payable and accrued liabilities other than income taxes payable. These pay adjustments generally positioned the executive officers The AIP measures performance over the fiscal year. RONA is used at the median of the market for 2008. The Compensation as the performance measure given its strong link over time to total Committee maintained Mr. Rogel’s 2008 base salary at the 2007 shareholder return in the basic materials sector and for level because that level was considered competitive and because Weyerhaeuser. The use of this measure is intended to focus the Compensation Committee wanted to focus more of the chief participants on generating profitability, both through increasing executive officer’s pay in performance-based compensation. revenues and controlling costs. In addition, use of this measure Mr. Fulton’s increase to $800,000 was associated with his reinforces the importance of making capital investments that will appointment as president. He did not receive a further increase improve the overall returns. The Compensation Committee has when he was promoted to the position of chief executive officer. discretion to adjust the earnings used in the RONA calculation for Although this base salary level is slightly below market median special items as appropriate. In 2008, the following items were base pay, the Compensation Committee felt it was appropriate excluded from earnings used in the RONA calculation: gains on given the restructuring and downsizing of the company. the sales of our containerboard, packaging and recycling operations Mr. Gideon’s increase was granted in recognition of his and our Australian operations; gain on restructuring of our performance as senior vice president of Containerboard, Packaging investments in Uruguay; curtailment gain resulting from changes and Recycling, and his assumption of the role of executive vice in postretirement benefits; and charges for closures, restructuring president – Forest Products later in 2008. Mr. Chandrasekaran’s and asset impairments, including the impairment of goodwill, and increase was granted in recognition of his performance as senior income or losses resulting from litigation. vice president, Cellulose Fibers and to position his base salary closer to the competitive midpoint for his position. AIP Performance Target Setting AIP performance targets are established at the beginning of each Annual Incentive Plan (“AIP”) plan year. The level of RONA performance necessary for funding The AIP, which was introduced in 2006, is a cash bonus incentive the threshold, target and maximum levels is set by the Committee plan designed to focus executive officers and other participants on and is not subject to adjustment by Company management. For maximizing efficiency and generating strong financial performance. each year a threshold, target and maximum goal is established that U.S. and Canadian salaried employees, including executive represents 40%, 100% and 300% target funding levels (see chart officers, participate in the AIP to ensure that all employees have the below). If performance is below the threshold, the funding level is common goal of improved operating performance. Weyerhaeuser 0%. There is no specific formula used to determine increases or Real Estate Company (“WRECO”) employees do not participate in decreases in the target funding levels. The goals are established the AIP, but are paid under a separate compensation program that is using a variety of factors, including dividend funding levels for the consistent with compensation practices in the home-building threshold; the Company’s cost of capital, near-term outlook and industry. competitive position for target; and internal benchmarks of outstanding performance for the maximum. For 2008, the

Committee maintained the funding threshold, target and billion for the CEO and $14.5 billion for the other named executive maximum funding levels established for 2007. The target officers. The threshold for minimum funding of 5.5% for the CEO performance objective for funding was 11% RONA for the CEO and and other AIP participants required RONA EBIT of $965 million for 10% for the other named executive officers. Threshold for funding the CEO and $800 million for the other named executive officers. was established at 5.5% RONA, with 40% of target payout funded Actual RONA EBIT for 2008 was $68 million for the CEO and at this level. The threshold was set by the Committee at a level $249 million for the other named executive officers. below the cost of capital as part of the Company’s variable pay AIP Performance Targets program. This threshold payout level in the variable pay program was established based on the fact that Weyerhaeuser and its peers have generated results above and below the cost of capital historically, and providing some level of payouts in either scenario is competitive practice for the Company’s peers. The AIP threshold level that was chosen allows minimum funding of the variable pay plan after certain minimum requirements of funding shareholder dividends have been achieved. The maximum funding possible under the AIP is at 17% RONA, which funds at 300% of target. For 2008, the Company’s average net assets were $17.5

AIP Allocation Process other individual performance criteria. The Committee does not At the end of each year, the Committee approves the funding for the assign priorities or specific weighting to the five common categories bonus pool based on the Company’s performance against the pre- of goals that include multiple objectives in each category. determined RONA targets. The AIP opportunities for executive officers are adjusted up or down from target based on the level of In general, executive officers with a PMP rating of “achieves funding achieved ( e.g. 50% funding for the AIP would reduce an objectives” receive an annual incentive award at or near their officer’s target opportunity by half). Funded AIP awards were funding-adjusted individual target level. Similarly, executive officers allocated to executive officers based on their respective PMP with an “exceeds objectives” rating receive an annual incentive ratings. These ratings were established based on a qualitative and award greater than their individual funding-adjusted target level. quantitative assessment of performance against their pre- Those with a “below objectives” rating will receive less than their established goals (see “Determination of Compensation – funding-adjusted target incentive opportunity (see sample Performance Management”) and illustration below).

AIP Funding and Allocation Illustration

AIP Target Opportunities Each position in the Company, including executive positions, is assigned a target bonus opportunity reflecting competitive practices in the market for similar positions. Targets for executive positions range from 45% to 125% of base pay. Payment of target bonus amounts is not guaranteed, but must be earned based on the AIP funding process described above. Based on performance, the opportunity for each person ranges from 0% to 300% of the target incentive value. The target set for the CEO and the named executive officers was

Source: WEYERHAEUSER CO, DEF 14A, March 10, 2009 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents based on competitive market practices and designed to focus the long-term incentive award opportunities generally are set at the executive on the goal of improved operating performance. median of peer companies. These opportunities may be increased or decreased based on executive officer’s PMP rating, using the The Board of Directors determines the bonus to be paid to the CEO criteria described in “Determination of Compensation – based on the recommendation of the Compensation Committee. Performance Management.” In general, a PMP rating of “achieves No bonus was recommended by the Compensation Committee for objectives” will result in long-term incentive award at or near the 2008 based on the Company’s RONA. The Compensation target level opportunity. A rating of “exceeds objectives” may result Committee determines the bonuses to be paid to executive officers, in above-target awards and a rating of “below objectives” will result including the named executive officers, based on recommendations in below-target awards. The Compensation Committee also by the chief executive officer, chief operating officer, and chief considers competitive market pressures, expected future human resource officer. For 2008, no bonuses were paid because contributions to the Company and retention concerns in the level of RONA performance required for the threshold level of determining the final grants to executive officers. funding was not met. AIP targets and awards were as follows: To fund the Company’s long-term compensation programs, the 2008 Bonus Committee establishes an equity pool available for grant in any Executive Officer Target Bonus Earned given year at the median level of competitive practices within the S.R. Rogel 125% 0 forest products and broader basic materials industries. For grants in D.S. Fulton 125% 0 2008, the Committee established a pool of 2,032,699 shares or P.M. Bedient 85% 0 0.96% of outstanding common shares available for grants of S. Chandrasekaran 65% 0 options and restricted stock units for grants to executive officers and T.F Gideon 85% 0 other participants, including any special recognition grants. The S.D. McDade 75% 0 Committee targets an annual share dilution rate of less than 2%. In L.T. Alford 75% 0 addition, the Committee considers the accounting costs reflected in C.G. Neeser 45% 0 the Company’s financial statements when establishing the forms of equity to be granted and the size of the overall pool available. The Long-Term Incentive Compensation forms of equity selected are intended to be cost-efficient, and the In 2006 and 2007, the Company awarded long-term incentive overall cost must be within the acceptable levels for internal compensation to U.S. executive officers with 50% of the award’s budgets. value in options and 50% of the award’s value in performance share units. The Company replaced performance share units with Weyerhaeuser makes its annual long-term incentive grants in restricted stock units in 2008 due to challenges associated with February of each year at the regular meeting of the Compensation business conditions and significant changes in the Company’s Committee of the Board, which typically is within one to two weeks portfolio of businesses. Long-term incentive compensation for the after the Company publicly has released a report of its earnings. Canadian named executive officer in 2006, 2007 and 2008 was The Committee meeting date is the effective grant date for equity awarded in the form of stock appreciation rights. grants to all participants. For executive officers who are hired during the year, the Committee recommends compensation levels to the Grants of long-term incentives are not guaranteed and must be Board in connection with the Board’s appointment of the executive earned each year. Participants receive no equity grant if their and approves equity grants for the executive that are effective upon individual performance against their PMP performance goals does the officer’s start date. not meet minimum standards. Participants who deliver superior performance may be granted up to 200% of their target long-term Total Long-Term Incentive Compensation Grants incentive grants. Target The Committee established a target level of long-term incentives for each executive officer position.

The target level is based on the median of competitive market long- The stock options and stock appreciation rights granted in 2008 tem incentive levels. For 2008, the target long-term incentive were generally at or slightly above the target for the respective values (as a percent of base salary) for the named executive officers position. Mr. Fulton’s options in 2008 included a grant in February were: associated with his appointment as president and an additional grant made in June of 2008 to acknowledge his appointment as Target chief executive officer. The June grant to Mr. Fulton was the only Executive Officer Long Term Incentive Value additional compensation provided to him as he assumed the role of S.R. Rogel 304% chief executive officer. No change was made to his base salary or D.S. Fulton 304% AIP bonus target. Mr. Gideon’s grant was above target in P.M. Bedient 140% recognition of his performance as senior vice president of S. Chandrasekaran 97% Containerboard, Packaging and Recycling. T.F Gideon 172% Performance Share Units S.D. McDade 103% Weyerhaeuser granted performance share units to executive L.T. Alford 103% officers in 2006 and 2007 to focus participants on long-term, C.G. Neeser 40% competitive operating excellence, and the creation of economic and shareholder value. Performance is measured over a three-year Stock Options and Stock Appreciation Rights period by comparison to the performance peer group of basic Stock options and stock appreciation rights are issued at 100% of materials companies described above . The performance share the fair market value (calculated as the average of the high and low units are earned at the end of the three-year period based on performance results. The performance measure used for earning price on the date of grant) to assure that executives will receive a grants of performance share units in 2006, 2007 and 2008 was benefit only when the stock price increases. Awards granted in RONA Spread. RONA Spread is defined as RONA (see definition 2008 vest 25% a year over four years, and, if not exercised, expire in “AIP—AIP Performance Measure and Plan Mechanics” above) in a maximum of 10 years (or earlier in the case of termination of minus the benchmark RONA rate (defined as pre-tax cost of dividends plus interest expense) for Weyerhaeuser and its peers. employment). In the event of retirement, or if an executive who is Use of this measure is intended to reflect a long-term measure of eligible for retirement is involuntarily terminated due to job performance above a minimum shareholder return relative to elimination, outstanding 2008 awards vest immediately. The peers. The actual number of performance share units earned is number of stock options or stock appreciation rights granted to the based on Weyerhaeuser’s performance relative to the performance peers, which is not available until the second quarter following a named executive officers was based on their performance performance year. Threshold performance is the 25 th percentile of compared to their PMP performance goals as noted above. In 2008, peers, which equates to a payout of 0.2x the target number of the following awards of stock options or stock appreciation rights shares. A participant earns none of the target number of were granted to the named executive officers: performance shares if the Company’s performance is below the threshold. Median performance compared to the Company’s peers Stock Options/SARs earns the target number of shares, with a maximum earned Executive Officer granted in 2008 opportunity of twice the target grant for upper quartile performance. S.R. Rogel 170,000 As performance shares are earned, shares of Weyerhaeuser common stock are issued to the participant. No shares have been D.S. Fulton 220,000 earned to date. The first performance share cycle P.M. Bedient 25,500 S. Chandrasekaran 19,500 T.F Gideon 23,600 S.D. McDade 17,000 L.T. Alford 15,500 C.G. Neeser 19,000

Source: WEYERHAEUSER CO, DEF 14A, March 10, 2009 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents ended in 2008, but because awards are based on the company’s granted in connection with his appointment as president. relative performance by comparison to its peers, results will not be Mr. Neeser did not receive restricted stock units because his long- available until April 2009. No performance share units were granted term incentive grant was in the form of stock appreciation rights. in 2008. Other Benefits Performance Share Unit Award Opportunity All U.S. and Canadian salaried employees, including executive officers, are eligible for: a defined benefit retirement or pension plan, a defined contribution retirement plan (which includes Company matching contributions), health and dental coverage, Company-paid term life insurance, disability insurance, paid time off and paid holidays. These rewards are designed to be competitive with overall market practices, and are in place to attract and retain the talent needed in the business. In addition, officers may be eligible to participate in the supplemental retirement plan and deferred compensation plan, and to receive other benefits described below. Supplemental Retirement Plan Executives and other highly-paid officers in the U.S. are eligible to Restricted Stock Awards participate in the Supplemental Retirement Plan (the Restricted stock awards are granted in the form of restricted stock “Supplemental Plan”). The Supplemental Plan is provided because units. To align the award with share price appreciation, vested it is a competitive practice within the basic materials industry. awards are delivered to executives in shares, with the value of the Supplemental Plan benefits are paid outside the Weyerhaeuser award contingent upon the price of the Company’s common stock Company Retirement Plan for Salaried Employees (the “Salaried when the shares are sold. Restricted stock units granted in 2008 Retirement Plan”) from the general funds of the Company. continue to vest after termination except in the case of voluntary Consistent with general market practices, these benefits are resignation or termination for performance. The number of determined based on compensation paid in the five consecutive restricted stock units granted to the named executive officers was years when the officer was paid the highest total compensation based on their performance compared to their PMP performance during the 10 calendar years before his or her retirement. Total goals as noted above. The Committee does not use a specific compensation means base salary plus any award under the formula to determine the PMP rating. Company’s annual incentive compensation plans, limited to one In February 2008, the following awards were granted to the named times base pay. This amount is multiplied by the formula for executive officers. determining Salaried Retirement Plan benefits. The Committee believes that the Company should provide competitive retirement Executive Officer Restricted Stock Units benefits linked to overall Company performance through the S.R. Rogel 34,000 Supplemental Plan funding mechanism. Details of the plan D.S. Fulton 18,000 benefits and the amounts accrued to each named executive officer P.M. Bedient 7,650 are found in the Pension Benefits Table. A similar plan is provided S. Chandrasekaran 5,850 for Canadian executives. T.F Gideon 5,580 Deferred Compensation S.D. McDade 5,100 Selected high-level employees, including executive officers, also L.T. Alford 4,650 are eligible to participate in a deferral plan. The deferral plan C.G. Neeser 0 provides the opportunity to These restricted stock unit grants were generally at or slightly above the target for the respective position. Mr. Fulton’s restricted stock units were

Source: WEYERHAEUSER CO, DEF 14A, March 10, 2009 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents defer up to 50% of base salary and up to 100% of cash bonuses into with the market, including stock ownership requirements. an interest-bearing account for payment at a future date. This plan is provided to be competitive in the market for executive talent, and Stock Ownership Requirements to provide executives with a tax-efficient alternative for receiving Stock ownership requirements for executive officers have been in earnings at a nominal cost to the Company. The interest earned for place since 1996. Each executive officer is required to acquire, over deferred compensation is determined each year by the Committee. a five-year period after becoming an executive officer, a multiple of The current interest rate formula is the average of 90-day Treasury his or her base salary in shares of Weyerhaeuser stock. Minimum bill rates over the prior year plus 3%. Although the 2008 rate of ownership levels are based on the executive’s salary grade, and 7.455% is considered to be a preferential return when compared to range from one to three times base salary. The CEO is required to the applicable long-term federal rate, the interest rate formula has hold stock valued at three times his base salary. The named historically generated an interest rate at or below the applicable executive officers are required to hold stock valued at two times long-term federal rate. each of their base salaries. The ownership requirement may be satisfied by direct ownership of common shares, the value of In addition, under the deferral program, eligible participants, amounts deferred into a stock equivalent account (through the including executive officers, can choose to defer all or a portion of voluntary deferral program described above) and shares of any cash bonus into a deferral account denominated in Company stock held in the Company’s 401(k) plan. As of the end of Weyerhaeuser common stock equivalent units. The Company 2007, the CEO and each of the named executive officers were in applies a 15% premium to the deferred amounts if payment is compliance with the ownership requirements; however, as a result delayed for at least five years. The value of the deferred account of the decline in the value of the company’s stock price during the grows or declines based on the performance of Weyerhaeuser stock year, as of the end of 2008, none of the CEO or the named (plus dividends). The purpose of the program is to further align executive officers was in compliance with the ownership executive interests with those of shareholders by providing an requirements. incentive linked to the performance of Weyerhaeuser stock. 2008 contributions and year-end account balances can be found in the OTHER FACTORS AFFECTING COMPENSATION Non Qualified Deferred Compensation table. Limitations on Deductibility of Compensation Additional Benefits Section 162(m) of the Internal Revenue Code generally limits the Other benefits available to certain Company officers, including tax deductibility of compensation paid by a public company to its executive officers, are additional company-paid life insurance, CEO and certain other highly compensated executive officers to financial planning assistance and payments of taxes incurred as a $1 million in the year the compensation becomes taxable to the result of the payment of personal travel benefits. The financial executive. There is an exception to the limit on deductibility for planning assistance benefit available in 2008 will terminate as of performance-based compensation that meets certain requirements. the end of first quarter 2009. In addition, the Company has corporate memberships in two clubs that are made available to In establishing total compensation for the CEO and the named various officers, including executive officers, for business executive officers, the Committee considered the effect of entertaining only. The Company does not provide vehicles for Section 162(m) of the Internal Revenue Code. The annual personal use, or personal travel for executives on Company aircraft. incentive awards and equity programs described above are designed to meet the deductibility requirements. Specifically, the SUPPLEMENTARY COMPENSATION POLICIES shareholders have approved the material terms of performance Weyerhaeuser uses additional policies to ensure that the overall goals for awards to these executive officers. These approved compensation structure is responsive to shareholder interests and material terms limit the amount paid to these executives under competitive grants of three-year awards of performance

Source: WEYERHAEUSER CO, DEF 14A, March 10, 2009 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents share units or restricted stock units to a maximum of 200,000 these key executives, are consistent with market practice and are shares of common stock. Similarly, the material terms limit the reasonable. number of shares that can be made subject to stock options or stock appreciation rights awarded to an employee in a calendar year to These agreements provide for specified payments and other 500,000 shares. Actual levels for each of these types of awards have benefits if the officer’s employment is terminated by the Company been significantly less, based on the factors and judgments or its successor during the period beginning six months prior to the described above. effective date of a change in control of the Company and ending 24 months after a change in control. Change in control payments are The Company believes that it is important to preserve flexibility in not made if the termination is for cause, retirement, disability or administering compensation programs in a manner designed to death. Change in control payments also may be required if the attract, retain and reward high-performing executives or promote officer quits because of significant changes in the officer’s varying corporate goals. Accordingly, we have not adopted a policy circumstances following the change in control. See the description that all compensation must qualify as deductible under of the specific factors that would result in a change in control Section 162(m). Amounts paid under any of the Company’s payment and the amounts that can be received in connection with a compensation programs, including salaries and annual incentive change in control in “Potential Payments Upon Termination or plan bonuses may not qualify under the IRS rules as Change in Control” below. The changes triggering a change in compensation excluded from the limitation on deductibility. control payment and the amounts paid are intended to give the Weyerhaeuser has a salary and deferral plan that permits executive officers reasonable assurance of a long-term employment compensation deferred under the plan to be exempt from the limit opportunity, enable them to have a balanced perspective in making on tax deductibility. overall business decisions, and be competitive within overall market practices. For individual tax purposes, the Company typically withholds shares to cover taxes resulting from vesting of performance share In addition, the Company’s long-term incentive plans provide that awards and restricted stock awards. in the event of a change in control of the Company all outstanding options held by the officer become exercisable, restricted stock units Change In Control Agreements are vested and released for sale and performance share units are The Company has entered into change in control agreements with paid at target. The accelerated vesting and payout of equity grants in each of its executive officers. The Compensation Committee the event of a change in control is intended to allow the executives believes that change in control policies are an important element of to recognize the value of their contributions to the Company and not the executive compensation program, support shareholder value affect management decisions following termination. creation, and are necessary to attract and retain senior talent in a competitive market. Because the agreements give the executive Severance Agreements officers reasonable assurance of transitional employment support, The Company has severance agreements with each of its the Compensation Committee believes executive officers are able executive officers. Under these agreements, the executive receives to maintain a more balanced, shareholder-focused approach to severance benefits upon termination unless the termination is for change in control situations. The Compensation Committee cause, is a result of the Company’s mandatory retirement policy, is believes it is appropriate to have such agreements provided the because of the death or disability of the executive or the executive agreements are subject to renewal and accordingly, each of the quits or retires voluntarily. The specific amounts that executive severance agreements generally expires after three years. The officers would receive as severance payments are described in Compensation Committee periodically reviews the benefits “Potential Payments Upon Termination or Change in Control” provided under the agreements to ensure that they serve the below. The Committee believes that severance policies are an Company’s interests in retaining essential

Source: WEYERHAEUSER CO, DEF 14A, March 10, 2009 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents component of the executive compensation program and are  corporate performance goals for company-wide incentive necessary to attract and retain senior talent in a competitive market. programs; The Committee believes it is appropriate to have such agreements  overall funding for the Company’s annual and long-term incentive provided the agreements are subject to renewal and accordingly, programs based on performance against those goals; each of the severance agreements expires after a limited term. The  performance goals and objectives for the chief executive officer, Committee periodically reviews the benefits provided under the and the evaluation of the chief executive officer’s compensation in agreements to ensure that they serve the Company’s interests in light of his performance against those goals and objectives, and retaining these key executives, are consistent with market practice, the recommendation to the Board for the approval of the chief and are reasonable. executive officer’s compensation based on this evaluation; and  base salary increases and annual and long-term incentive Pre-Set Diversification Plans payments for executive officers and for certain other business and Weyerhaeuser and the Committee have authorized the Company’s function leaders of the Company. executive officers to enter into pre-set diversification plans established according to Section 10b5-1 of the Securities Exchange The Committee’s compensation decisions are based on these Act with an independent broker-dealer. These plans include specific factors: instructions for the broker to exercise options or sell stock on behalf  corporate performance, of the officer if the Company’s stock price reaches a specified level  individual performance of the executive compared to agreed-upon or certain events occur. The officer no longer has control over the performance goals, decision to exercise or sell the securities in the plan. The purpose of  position of the executive’s salary in the assigned pay range and such plans is to enable executive officers to recognize the value of relative to market pay levels, their compensation and diversify their holdings of Company stock  experience and during periods in which the officer would be unable to buy or sell  the salary budget for the Company. Company stock because important information about the Company had not been publicly released. Whenever Company executive In addition, the Committee reviews and recommends to the Board officers establish such plans they are publicly disclosed in a current compensation for serving as a Director. report to the SEC. As of January 2, 2009, none of the Company’s executive officers had such a plan. The Committee currently retains Mercer to advise the Committee on compensation strategy, plan design and executive compensation levels. Mercer also advises the Committee on compensation COMPENSATION COMMITTEE practices for Directors. Weyerhaeuser’s human resources organization serves as the management liaison to the Committee The Compensation Committee of the Board of Directors is and provides additional counsel, data and analysis as requested by comprised entirely of directors who are not employees of the the Committee. Company and who are independent within the meaning of the listing requirements of the New York Stock Exchange. The Committee formulates an annual agenda for its activity and reviews it periodically. The agenda is designed to cover necessary The Committee is responsible for reviewing and approving: regular approvals as well as special topics. As part of its agenda, the

 the strategy and design of the Company’s compensation, equity- Committee regularly reviews market trends, changes in based and benefits programs for Company employees, including competitive practices, and alignment of the Company’s its executive officers; compensation programs with the strategy and needs of the business.

The Compensation Committee Charter includes an overview of the compensation committee or as a director of any company where an membership, purpose, goals and responsibilities, structure and executive officer of such company is a member of the operations of the Committee, and can be found on the Company’s Compensation Committee or is a director of the Company. website at www.weyerhaeuser.com under “Company” at the top of the page, “Investors,” and then under the “Governance” link. Paper copies may be obtained by written request to Claire S. Grace, Vice AUDIT COMMITTEE REPORT

President and Corporate Secretary, Weyerhaeuser Company, P.O. Box 9777, Federal Way, WA 98063-9777 or by email at The Audit Committee is comprised of independent directors as [email protected] defined by the rules of the New York Stock Exchange and acts under a written charter. The current charter for the Committee can

be found on the Company’s website at www.weyerhaeuser.com COMPENSATION COMMITTEE REPORT under “Company” at the top of the page, “Investors,” and then under the “Governance” link. If you would like a paper copy, you The Compensation Committee of the Board of Directors acts on may request one by writing to Claire S. Grace, Vice President and behalf of the Board to establish and oversee the Company’s Corporate Secretary, Weyerhaeuser Company, P.O. Box 9777, executive compensation program in a manner that serves the Federal Way, WA 98063-9777 or by sending an email to interests of Weyerhaeuser and its shareholders. For a discussion of [email protected] the Compensation Committee’s policies and procedures, see “Compensation Committee” above. Management is responsible for the Company’s internal controls and the financial reporting process. KPMG LLP is the Company’s Management of the Company has prepared the Compensation independent registered public accounting firm and is responsible for Discussion and Analysis of the compensation program for the performing an independent audit of the Company’s consolidated named executive officers in the Summary Compensation Table. financial statements in accordance with generally accepted auditing The Compensation Committee has reviewed and discussed with standards and for issuing audit reports on the consolidated financial management the Compensation Discussion and Analysis included statements and the assessment of the effectiveness of internal in this proxy statement. Based on this review and discussions, the controls over financial reporting. The Committee’s responsibility is Committee recommended to the Board of Directors that the to monitor and oversee these processes on behalf of the Board of Compensation Discussion and Analysis be included in the proxy Directors. statement for the Company’s 2009 annual meeting of shareholders. In this context, the Committee has discussed with KPMG LLP the matters required to be discussed by Statement on Auditing James N. Sullivan Kim Williams Standards No. 61, Communications with Audit Committees, as Chairman amended. In addition, the Committee has received the written Arnold Langbo Charles R. Williamson disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 and has reviewed, evaluated and discussed with that firm the written report and its COMPENSATION COMMITTEE INTERLOCKS AND independence from the Company. INSIDER PARTICIPATION The Committee discussed with the Company’s internal and Messers. Langbo, Sullivan and Williamson and Ms. Williams independent auditors the overall scope and plans for their respective served as members of the Compensation Committee during 2008. audits. The Committee meets with the internal and independent None of the members of the Compensation Committee was an auditors, with and without management present, to discuss the officer of the Company or any of its subsidiaries during 2008 or any results of their examinations, the evaluations of the Company’s prior period. No executive officer of the Company served as a internal controls and member of the

APPROVAL AND CONTINUING REVIEW REVIEW, APPROVAL OR RATIFICATION OF The director or executive who is a related person or has a family TRANSACTIONS WITH RELATED PERSONS member who is a related person must tell the Company’s Corporate Secretary about any proposed related party transaction POLICY and give the Corporate Secretary all the facts and circumstances of The Board of Directors recognizes that related party transactions can the proposed transaction. If the Corporate Secretary investigates present a heightened risk of potential or actual conflicts of interest and decides the transaction would be a related party transaction, the and may create the appearance that Company decisions are based transaction is brought to the Audit Committee for review. The on considerations other than the best interests of the Company and Committee reviews all the facts and circumstances, including the its shareholders. As a result, the Board prefers to avoid related party potential effect on a director’s independence if the Company enters transactions. However, the Board recognizes that there are into the transaction. The Committee approves the transaction only situations where related party transactions may be in, or may not if it decides that the transaction is not inconsistent with the best be inconsistent with, the best interests of the Company and its interests of the Company and its shareholders. The Chair of the shareholders. For example, this would be true if the Company Audit Committee has the authority to approve transactions on would be able to obtain products or services of a nature, quality or behalf of the Committee in between Committee meetings if it is not quantity on terms that are not readily available from other sources, practical to wait until the next Committee meeting for a review. or when the Company provides products or services to related Whenever a member of the Committee is a related person, the persons on an arm’s-length basis and on the same kind of terms transaction is reviewed only by the disinterested members of the provided to unrelated third parties. As a result, the Board has Committee. If multiple members of the Committee, including the delegated to the Audit Committee the responsibility to review chair of the Committee, are related persons, the disinterested related party transactions. The Committee has the authority to members of the Board of Directors review the transaction rather approve a related party transaction if the Committee determines than the Committee. Any related party transaction approved by the that the transaction is on terms that are not inconsistent with the Chair of the Committee between meetings must be reported to the best interest of the Company and its shareholders. Committee. Material related party transactions that are approved by

the Committee must be reported to the Board.

The Committee also reviews any related party transactions of CODE OF ETHICS which the Company becomes aware that were not approved by the Committee in advance. The Committee evaluates the transaction The Company’s first Code of Ethics was issued in 1976. The Code using the same process and standards it would use to approve a of Ethics currently is in its seventh edition and is issued to all transaction before it is entered into. The Committee decides directors and employees. It also is available to customers, whether to ratify the transaction or require an amendment of the contractors, suppliers and the public. The current edition of the terms of the transaction or to terminate the transaction. At its first Code of Ethics is available on the Company’s web site at meeting each year, the Committee reviews any ongoing related www.weyerhaeuser.com under “Company” at the top of the page, party transaction in which the amount of the transaction is still “Investors,” and then under the “Governance” link. If you would like greater than $120,000. The Committee decides if the transaction is to receive a paper copy, you may request one by writing to Claire S. still in the best interests of the Company or if the transaction should Grace, Vice President and Corporate Secretary, Weyerhaeuser be modified or terminated. Company, P.O. Box 9777, Federal Way, WA 98063- 9777 or by

sending an email to [email protected].

SUMMARY COMPENSATION TABLE

Change in Pension Value Non- and Equity Nonqualified Incentive Deferred All Stock Option Plan Compensation Other Salary Awards Awards Comp Earnings Comp Total Name and Principal Position Year (2)($) (3)($) (4)($) (5)($) (6)($) (7)($) ($) S.R. Rogel 2008 1,035,000 1,826,508 2,360,981 0 1,115,964 67,867 6,406,320 Chairman & Chief Executive Officer (Resigned as 2007 1,300,000 563,910 3,346,241 0 17,437 30,931 5,258,519 Chief Executive Officer April 17, 2008 and 2006 1,286,538 46,915 1,173,038 1,300,000 146,079 30,377 3,982,947 retired from the company June 30, 2008)

D.S. Fulton 2008 792,427 1,040,472 2,775,745 0 234,186 34,456 4,877,285 President and Chief Executive Officer 2007 614,942 158,075 567,564 0 685,658 17,039 2,043,278 2006 593,942 13,371 481,180 1,550,000 950,459 16,560 3,605,512

P.M. Bedient 2008 545,615 78,564 285,871 0 65,026 17,422 992498 Executive Vice President and Chief Financial 2007 468,694 43,548 132,804 0 76,015 45,319 766,380 Officer 2006 343,707 3,284 33,334 190,000 59,655 24,102 654,082

S. Chandrasekaran (1) 2008 404,154 360,376 270,818 0 58,968 12,327 1,106,643 Senior Vice President, Cellulose Fibers

T. F. Gideon 2008 533,129 297,804 327,760 0 106,012 17,422 1,282,127 Executive Vice President, Forest Products 2007 466,038 95,763 391,701 0 439,143 27,507 1,420,152 2006 363,825 7,319 253,695 285,000 274,577 20,269 1,204,685

S. D. McDade (1) 2008 465,481 276,788 236,098 0 17,960 17,422 1,013,749 Senior Vice President and General Counsel

L.T. Alford (1) 2008 470,816 239,027 215,266 0 784,247 1,645,072 3,354,428 Senior Vice President, Residential Wood Products (Terminated due to position elimination effective December 12, 2008)

C. D. Neeser (1) 2008 386,128 0 167,513 0 0 1,372,631 1,926,272 Senior Vice President, Industrial Wood Products and International (Terminated due to position elimination effective December 29, 2008)

(1)Amounts for 2006 and 2007 are not included for Mr. McDade, Mr. Chandrasekaran, Mr. Alford or Mr. Neeser because they were not named executive officers in 2006 and 2007. Mr. Neeser’s compensation was paid in Canadian currency and has been converted to U.S. currency using the assumption under FAS 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”.

(2) The amount reported in this column for each executive officer reflects the dollar amount paid in cash of base salary in fiscal year 2008, including salary increases. Mr. Rogel’s 2008 salary includes $705,000 earned as CEO from January 1, 2008 through his resignation as CEO on April 17, 2008 and subsequent retirement from the Company in June 2008. It also includes $330,000 in non-employee director compensation for serving as non-employee Chairman of the Board of Directors.

(3) Amounts in this column for all grants to all officers included in the table and for all periods other than the 2008 amount listed for Mr. Rogel reflect the grant date fair value of awards granted under the Company’s Long-Term Incentive Plan. 2008 Stock awards are restricted stock units granted under the Company’s Long-Term Incentive Plan. 2006 and 2007 grants to all the named executive officers in the table are performance share units. The values in the table represent the annual expense recognized under FAS123R, “Accounting for Share-Based Compensation” in the Company’s audited financial statements for 2008, 2007 and 2006. (See Note 18 of “Notes to Consolidated Financial Statements” in the Company’s Annual Report on Form 10-K.) The number of awards granted in 2008 can be found in the table “Grants of Plan-Based Awards.” Details regarding the 2008, 2007 and 2006 stock awards can be found in the table “Outstanding Equity Awards At Fiscal Year End.”

The amount listed for Mr. Rogel’s 2008 stock awards includes the grant date fair value of restricted stock units granted under the Company’s Long-Term Incentive Plan as part of his compensation as CEO and also includes non-employee director compensation earned and paid in the form of retainer amounts that automatically were deferred into the Weyerhaeuser common stock fund under the Fee Deferral Plan for Directors. The grant date fair value of the director compensation was computed in accordance with FAS123R and is based on a July 1, 2008 grant date, which was the date Mr. Rogel became a non-employee director and Chairman of the Board. Under the terms of the Fee Deferral Plan for Directors, the number of stock units awarded is based on the amount of the deferred fees divided by the median price per share of Weyerhaeuser stock as reported by the Wall Street Journal for the New Stock Exchange Composite Transactions for the last 11 trading days of January of the year in which the fees are paid. Mr. Rogel received $70,000 in director fees and was credited with 1,080 stock equivalent units. The grant date fair value of each retainer stock unit is equal to the number of stock equivalent units multiplied by the closing value of the Company’s common stock on the July 1, 2008 grant date or $54,464. See Note 18 of “Notes to Consolidated Financial Statements” set forth in the Company’s Annual Report on Form 10-K for fiscal year 2008.

(4) Values listed for stock option awards represent the expense recognized under FAS 123R in the Company’s audited financial statements with regard to stock option awards. (See Note 18 of “Notes to Consolidated Financial Statements” in the Company’s Annual Report on Form 10-K.) The number of awards granted and the full grant date fair value as computed under FAS 123R can be found in the table “Grants of Plan-Based Awards.” Details regarding the stock option awards can be found in the table “Outstanding Equity Awards At Fiscal Year End.” (Awards to Mr. Neeser were granted in form of stock appreciation rights.)

(5) Amounts represent the value of the incentive awards earned in fiscal year 2008, 2007 and 2006 and paid in the first quarters of 2009, 2008 and 2007 respectively, based on the Company’s performance against minimum (threshold), target and maximum RONA performance levels set by the Compensation Committee of the Board. RONA is defined in “Compensation Discussion and Analysis—Compensation Components—AIP—AIP Performance Measures and Plan Mechanics” above.

(6) Amounts include annual changes in the actuarial present value of accumulated pension benefits plus the above market earnings on nonqualified deferred compensation. Mr. Neeser’s accumulated pension benefit is reported as $0 because the pension value decreased $820,054 since 2007. The significant decrease in the value of Mr. Neeser’s accumulated pension benefits is due to the difference in the currency conversion rates in 2007 and 2008 and to an increase in the interest rate used to determine liabilities. The above market earnings is interest on deferred compensation that exceeds 120% of the applicable federal long-term rate, with compounding at the rate that corresponds most closely to the rate under the company’s plan at the time the interest rate or formula is set. Details on the above market earnings for deferred compensation is defined in “Compensation Discussion and Analysis-Compensation Components-Deferred Compensation” above.

The amounts reported for the Change in Pension Value and above market interest earned in the Nonqualified Deferred Compensation Earnings in 2008 are described in the following table:

Change Nonqualified in Deferred Pension Compensation Value Earnings Total Name ($) ($) ($) S. R. Rogel 1,097,570 18,394 1,115,964 D. S. Fulton 234,186 0 234,186 P. M. Bedient 60,348 4,678 65,026 S. Chandrasekaran 54,630 4,338 58,968 T. F. Gideon 105,573 439 106,012 S. D. McDade 12,821 5,139 17,960 L.T. Alford 773,508 10,739 784,247 C. D. Neeser (820,054) 0 (820,054)

(7) Amounts reported for 2008, 2007 and 2006 that represent All Other Compensation for each of the named executive officers are described in the following table:

Payment of Accrued Premium Company Severance Vacation Amount Contribution Executive Payments upon Credited to to Defined Term Life Due to Termination Deferred Contribution Insurance Financial Payment Position of Misc Other Compensation Plan Premium Counseling of Taxes Elimination Employment Compensation Account Total Name Year ($) ($) ($) ($) ($) ($) (1) ($) ($) ($) S. R. Rogel 2008 9,870 1,057 13,440 43,500 67,867 2007 11,025 1,044 18,862 30,931 2006 10,780 952 18,252 30,377 D. S. Fulton 2008 11,270 1,057 22,129 34,456 2007 11,025 1,044 4,750 220 17,039 2006 10,780 952 4,588 240 16,560 P. M. Bedient 2008 11,270 1,057 5,095 17,422 2007 11,025 1,044 4,750 28,500 45,319 2006 10,780 952 4,420 7,950 24,102 S. Chandrasekaran 2008 11,270 1,057 12,327 T. F. Gideon 2008 11,270 1,057 5,095 17,422 2007 11,025 1,044 4,750 10,688 27,507 2006 10,780 952 4,588 3,949 20,269 S. D. McDade 2008 11,270 1,057 5,095 17,422 L.T. Alford 2008 11,270 1,057 1,604,515 28,230 1,645,072 C. D. Neeser 2008 19,306 1,332 11,596 2,203 1,248,218 63,168 26,808 1,372,631

(1)Mr. Fulton received payments for fitness club dues in the amount of $220 in 2007 and in $240 in 2006. In 2008, Mr. Neeser received payments of $11,900 for vehicle allowance, $196 for fitness club dues, $13,894 for relocation or temporary living expenses, and $818 for gifts from the Company.

GRANTS OF PLAN-BASED AWARD FOR FISCAL 2008

Grant Option Date Awards: Fair Stock No. of Exercise Value of Awards: Securities or Base Grant Stock Number of Under- Price of Date and Shares of lying Option Closing Option Grant Stock or Options Awards Price Awards Name Date(1) Units (#) (#)(2) ($/Sh)(3) ($/Sh) ($/Sh) S. R. Rogel 2/20/2008 34,000 2/20/2008 170,000 62.53 63.63 13.89 D. S. Fulton 2/20/2008 18,000 2/20/2008 90,000 62.53 63.63 13.89 6/19/2008 130,000 55.40 54.92 11.74 P. M. Bedient 2/20/2008 7,650 2/20/2008 25,500 62.53 63.63 13.89 S. Chandrasekaran 2/20/2008 5,850 2/20/2008 19,500 62.53 63.63 13.89 T. F. Gideon 2/20/2008 5,580 2/20/2008 23,600 62.53 63.63 13.89 S. D. McDade 2/20/2008 5,100 2/20/2008 17,000 62.53 63.63 13.89 L. T. Alford 2/20/2008 4,650 2/20/2008 15,500 62.53 63.63 13.89 C. D. Neeser 2/20/2008 16,000 62.53 63.63 13.89 4/16/2008 3,000 62.50 63.18 13.47

(1)The Compensation Committee approves Weyerhaeuser long-term incentive grants to executive officers at regular meetings of the Compensation Committee of the Board of Directors. The Compensation Committee meeting date is the effective grant date for equity grants to named executive officers other than the CEO. Compensation for the CEO is approved by the Board of Directors based on recommendation by the Compensation Committee. The date of approval by the Board of Directors is the effective grant date for grant to the CEO.

(2) Awards to Mr. Neeser were granted in form of stock appreciation rights.

(3) Stock options are granted under the Company’s Long-Term Incentive Plan, which provides that the exercise price for stock options is the average of the high and low stock price on the date of grant.

EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE NON-EQUITY INCENTIVE PLAN COMPENSATION OFFICERS These amounts are annual cash incentives granted under the Mr. Rogel. Pursuant to an employment agreement with Mr. Rogel, Company’s Annual Incentive Plan (“AIP”). The AIP is funded based who became the Company’s President and Chief Executive Officer on the Company’s Return on Net Asset (“RONA”) performance, on December 1, 1997, Mr. Rogel is eligible for a non-qualified which is defined in “Compensation Discussion and Analysis supplemental retirement benefit calculated under the terms of the —Compensation Components—AIP—AIP Performance Measures Company’s Salaried and Supplemental Retirement Plans using and Plan Mechanics” above. For each year a threshold, target and his original hire date with his prior employer of 1972, less benefits maximum goal is established by the Compensation Committee paid to him under the Company’s Retirement Plans and his prior that represents 40%, 100% and 300% target funding levels. For employer’s retirement plan. Prior to joining the Company, 2008, the target performance objective and funding was 10% Mr. Rogel was President and Chief Executive Officer of Willamette RONA for the AIP in general and 11% for the CEO, which Industries, Inc.

Source: WEYERHAEUSER CO, DEF 14A, March 10, 2009 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents approximates the Company’s cost of capital. The threshold for executive terminates employment for reasons other than normal funding is achieved at 5.5% RONA, with 40% of target payout retirement. The grant to Mr. Neeser was in the form of stock funded at this level. The maximum funding possible under the AIP appreciation rights, which are subject to the same vesting and is at 17% RONA, which funds at 300% of target. At the end of termination provisions as stock options awarded on this date. 2008, the Committee did not approve funding for the incentive pool based on the Company’s performance against the pre-determined April 16, 2008 Option Grant RONA targets. Stock appreciation rights were granted to Mr. Neeser on April 16, 2008 in recognition of superior performance in connection with a EQUITY AWARDS specific project, and are exercisable beginning 12 months after the Values for stock grants and options grants in the summary grant date, with 25% of the shares in the grant becoming compensation table and numbers included in the grants of plan- exercisable at that time and with an additional 25% of the shares based awards table relate to options, stock appreciation rights, becoming exercisable on each successive anniversary of the grant performance share units or restricted stock units granted to the date. Full vesting occurs on the fourth anniversary of the grant date. named executive officers under the Company’s 2004 Long-Term The options were granted for a term of 10 years and became subject Incentive Plan. This plan, which was approved by Company to earlier termination at the time the executive terminated shareholders, authorizes the issuance of 17,000,000 shares of employment for reasons other than normal retirement. In the event Weyerhaeuser stock. The plan provides for the award of stock of retirement, or if an executive officer who is eligible for retirement options, stock appreciation rights, restricted stock and restricted is involuntarily terminated due to job elimination, outstanding 2008 stock units, and performance shares and performance share units. awards vest immediately. The plan provides that options must be granted at fair market value and it prohibits the repricing of outstanding options. The Long-Term June 19, 2008 Stock Option Grant Incentive Plan has been filed with Securities and Exchange Options granted to Mr. Fulton on June 19, 2008 in connection with Commission and is available at www.sec.gov. The plan is his election as Chief Executive Officer are exercisable beginning 12 administered by the Compensation Committee, which has months after the grant date, with 25% of the shares in the grant retained the exclusive authority to make awards under the plan. becoming exercisable at that time and with an additional 25% of the The Committee approves all long-term incentive grants to executive shares becoming exercisable on each successive anniversary of officers other than the CEO, whose grants are approved by the the grant date. Full vesting occurs on the fourth anniversary of the Board. The Committee also approves the overall grant pool for all grant date. The options were granted for a term of 10 years and may other participants. The primary purpose of the long-term incentive be subject to earlier termination if he terminates employment for plan is to link compensation with the long-term interests of reasons other than normal retirement. shareholders. February 20, 2008 Restricted Stock Unit Award February 20, 2008 Option Grant Restricted stock units granted to Mr. Rogel, Mr. Fulton, Options granted to each of the named executive officers on Ms. Bedient, Mr. Chandrasekaran, Mr. Gideon, Mr. McDade and February 20, 2008 are exercisable beginning 12 months after the Mr. Alford on February 20, 2008 vest over four years beginning 12 grant date, with 25% of the shares in the grant becoming months following the grant date, with 25% of the shares becoming exercisable at that time and with an additional 25% of the shares vested and available for release at that time, and an additional 25% becoming exercisable on each successive anniversary of the grant vesting and becoming available for release on each successive date. Full vesting occurs on the fourth anniversary of the grant date. anniversary of the grant date. Full vesting occurs on the fourth The options were granted for a term of 10 years and may be subject anniversary of the grant date. During the vesting period, nonvested to earlier termination if the awards earn the

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Equity Incentive Equity Incentive Number of Number of Plan Awards: Plan Awards: Securities Securities Number of Market or Payout Underlying Underlying Unearned Value of Unearned Unexercised Unexercised Option Shares, Units, or Shares, Units, or Grant Options Options Exercise Option Other Rights that Other Rights that Date (#) (#) Price Expiration Have Not Have Not Name (1) Exercisable (2) Unexercisable (2) ($) Date Vested (3) (#) Vested (4) ($) S. R. Rogel 02/07/2001 83,603 0 52.705 02/07/2011 02/12/2002 175,000 0 61.25 02/12/2012 02/13/2003 200,000 0 49.605 02/13/2013 02/11/2004 200,000 0 62.815 02/11/2014 02/16/2005 200,000 0 63.495 02/16/2015 02/15/2006 120,000 0 69.725 02/15/2016 04/19/2006 50,000 0 74.03 04/19/2011 25,833 790,748 02/14/2007 120,000 0 80.66 02/14/2017 3,500 107,135 02/20/2008 170,000 0 62.525 02/20/2018 34,000 1,040,740 D. S. Fulton 02/11/2004 45,000 0 62.815 02/11/2014 02/16/2005 33,750 11,250 63.495 02/16/2015 02/15/2006 14,250 14,250 69.725 02/15/2016 8,550 261,716 04/19/2006 9,500 0 74.03 04/19/2011 02/14/2007 7,199 21,599 80.66 02/14/2017 1,728 52,888 02/20/2008 0 90,000 62.525 02/20/2018 18,000 550,980 06/19/2008 0 130,000 55.4 06/19/2018 P. M. Bedient 02/11/2004 10,000 0 62.815 02/11/2014 02/16/2005 8,250 2,750 63.495 02/16/2015 02/15/2006 3,500 3,500 69.725 02/15/2016 2,100 64,281 04/19/2006 2,275 0 74.03 04/19/2011 02/14/2007 2,375 7,125 80.66 02/14/2017 570 17,448 04/19/2007 5,000 15,000 76.79 04/19/2017 02/20/2008 0 25,500 62.525 02/20/2018 7,650 234,167 S. Chandrasekaran 02/11/2004 1,675 0 62.815 02/11/2014 02/16/2005 1,400 1,400 63.495 02/16/2015 02/15/2006 1,592 1,593 69.725 02/15/2016 956 29,263 04/19/2006 2,275 0 74.03 04/19/2011 02/14/2007 3,500 10,500 80.66 02/14/2017 840 25,712 02/20/2008 0 19,500 62.525 02/20/2018 5,850 179,069 T. F. Gideon 02/11/2004 2,900 0 62.815 02/11/2014 02/16/2005 10,762 3,588 63.495 02/16/2015 02/15/2006 7,800 7,800 69.725 02/15/2016 4,680 143,255 04/19/2006 6,500 0 74.03 04/19/2011 02/14/2007 4,750 14,250 80.66 02/14/2017 1,140 34,895 02/20/2008 0 23,600 62.525 02/20/2018 5,580 170,804 S. D. McDade 02/11/2004 3,250 0 62.815 02/11/2014 02/16/2005 10,500 3,500 63.495 02/16/2015 02/15/2006 6,500 6,500 69.725 02/15/2016 3900 119,379 02/15/2006 1,250 1,250 69.725 02/15/2016 04/19/2006 6,500 0 74.03 04/19/2011 02/14/2007 4,125 12,375 80.66 02/14/2017 990 30,304 06/13/2007 1,250 3,750 81.19 06/13/2017 02/20/2008 0 17,000 62.525 02/20/2018 5,100 156,111 L, T. Alford 02/13/2003 16,000 0 49.605 02/13/2013 02/11/2004 15,500 0 62.815 12/12/2013 02/16/2005 23,250 7,750 63.495 12/12/2013 02/15/2006 7,750 7,750 69.725 12/12/2013 4,650 142,337 04/19/2006 7,750 0 74.03 04/19/2011 02/14/2007 3,875 11,625 80.66 12/12/2013 594 18,188 02/20/2008 0 15,500 62.525 12/12/2013 4,650 142,337 C. D. Neeser 02/11/2004 1,750 0 62.815 12/29/2011 02/16/2005 1,875 1,875 63.495 12/29/2011 02/15/2006 3,335 6,670 69.725 12/29/2011 02/14/2007 4,250 12,750 80.66 12/29/2011 02/20/2008 0 12,000 62.525 12/29/2011 04/16/2008 0 2,250 62.495 12/29/2011

(1)For a better understanding of the equity awards included in this table, we have provided the grant date.

(2)  Options granted on February 20, 2008 are exercisable starting 12 months after the grant date, with 25% of the options becoming exercisable at that time and with an additional 25% of the options becoming exercisable on each successive anniversary date, with full vesting occurring on the fourth anniversary date. The options were granted for a term of 10 years, and may be subject to earlier termination if the executive terminates his employment for reasons other than normal retirement. Upon normal retirement, all unexercised options become exercisable.  On April 19, 2006, Weyerhaeuser granted to its senior executives a one-time grant (in addition to the regular annual grant) with a value equal to ~20% of the annual grant guidelines. These options vested at the end of two years and expire five years after grant. The intent of this grant was to provide a transition in incentive values given the three-year performance and vesting period for the performance shares that replaced a portion of the annual option grants beginning in 2006.  Generally stock awards are granted in February at the regularly scheduled Compensation Committee meeting. Stock appreciation rights granted to C.D. Neeser on April 16, 2008, were granted in recognition of superior performance in connection with a specific project and are exercisable beginning 12 months after the grant date, with 25% of the rights in the grant becoming exercisable at that time and with an additional 25% of the rights becoming exercisable on each successive anniversary of the grant date. Full vesting occurs on the fourth anniversary of the grant date. The rights were granted for a term of 10 years and became subject to earlier termination at the time the executive terminated employment for reasons other than normal retirement. The grant awarded to Mr. Fulton on June 19, 2008 was in connection with his election as Chief Executive Officer and is exercisable beginning 12 months after the grant date, with 25% of the options in the grant becoming exercisable at that time and with an additional 25% of the options becoming exercisable on each successive anniversary of the grant date. Full vesting occurs on the fourth anniversary of the grant date. The options were granted for a term of 10 years and may be subject to earlier termination if the executive terminates employment for reasons other than normal retirement.

(3)  Stock awards granted on February 20, 2008 are in the form of restricted stock units that vest over four years beginning 12 months following the grant date, with 25% of the units becoming vested and available for release at that time, and an additional 25% vesting and becoming available for release on each successive anniversary of the grant date. Full vesting occurs on the fourth anniversary of the grant date. During the vesting period, nonvested awards earn the equivalent of dividends, which are credited as additional restricted stock units, subject to the same vesting and release schedule as the original awards. Awards not yet released continue to vest after termination except in the case of voluntary resignation or termination for cause.  Stock awards granted on February 15, 2006 and February 14, 2007 were granted as performance share units. Stock awards granted as Weyerhaeuser performance share units under the Long-Term Incentive Plan are earned over a three-year performance period. The value of the performance share units increases or decreases directly in proportion to the Company’s performance compared to a specific peer group during the performance period. The number listed for the 2006 performance share units represents a target payout under the 2006 award, based on performance through December 31, 2008 and the 2007 performance share units represent a threshold payout, based on performance through December 31, 2008. Threshold performance equates to a payout of 0.20 times the target number of shares. The final determination of performance share units granted in 2006 that will vest will be based on performance relative to peers, which will not be available until second quarter 2009.  As a result of Mr. Rogel’s retirement on June 30, 2008 and Mr. Alford’s termination on December 12, 2008, the target and threshold number of performance share

units for both 2006 and 2007 have been prorated based on the period of time each executive was employed during the performance period.

(4) Value for restricted stock unit awards granted on February 20, 2008 was computed by multiplying the market price of $30.61 for the Company’s common stock at end of fiscal year 2008 by the number of units. The value of stock awards granted as Weyerhaeuser performance share units on February 15, 2006 and February 14, 2007 was computed by multiplying the market price of $30.61 for the Company’s common stock at the end of fiscal year 2008 by target or threshold units described in this table.

OPTION EXERCISES IN FISCAL 2008

Option Awards Number of Shares Acquired Value Realized on Exercise on Exercise Name (#) ($) S. R. Rogel 0 0 D. S. Fulton 0 0 P. M. Bedient 0 0 S. Chandrasekaran 0 0 T. F. Gideon 0 0 S. D. McDade 0 0 L. T. Alford 0 0 C. D. Neeser 0 0 No options were exercised by any of the named executive officers during 2008.

PENSION BENEFITS

Number of Years Present Value Payments Credited of Accumulated During Last Service Benefit Fiscal Year Name Plan Name (#) (1) ($) (2) ($) (3) S. R. Rogel Salaried Retirement Plan 11 408,632 455,856 Supplemental Retirement Plan 11 4,013,653 113,200 Non-Qualified Plan for Special Arrangements (4) 26 7,224,257 0 D. S. Fulton Salaried Retirement Plan 33 1,046,211 0 Supplemental Retirement Plan 33 4,541,717 0 P. M. Bedient Salaried Retirement Plan 6 128,890 0 Supplemental Retirement Plan 6 174,894 0 T. F. Gideon Salaried Retirement Plan 31 723,447 0 Supplemental Retirement Plan 31 1,165,639 0 S. D. McDade Salaried Retirement Plan 29 681,075 0 Supplemental Retirement Plan 29 996,291 0 S. Chandrasekaran Salaried Retirement Plan 14 367,583 0 Supplemental Retirement Plan 14 311,802 0 L. T. Alford Salaried Retirement Plan 38 630,910 0 Supplemental Retirement Plan 38 2,758137 0 C. D. Neeser Salaried Retirement Plan 32 662,819 0 Supplemental Retirement Plan 32 1,168,139 0

(1)Number of years of credited service computed as of the same pension plan measurement date used for financial reporting purposes under SFAS Nos. 158 with respect to the Company’s audited financial statements for fiscal year 2008 and rounded to nearest whole years of credited service.

(2) Actuarial present value of accumulated benefit computed as of the same pension plan measurement date used for financial reporting purposes under SFAS Nos. 158 with respect to the Company’s audited financial statements for fiscal year 2008, using age 62, which is the earliest retirement age at which the executive could retire under the plan without benefits being reduced, or the executive’s current age if greater. Estimates are based on current compensation and years of service.

(3) Prior to joining the company, Mr. Rogel was President and Chief Executive Officer of Willamette Industries, Inc., which was acquired by the Company in 2002. Mr. Rogel receives pension benefits under Willamette’s salaried and supplemental retirement plans. After Weyerhaeuser acquired Willamette Industries, Inc. in 2002 and the Company assumed the Willamette pension plans, the plans were

merged with the Company’s Salaried Retirement Plan and Supplemental Plans respectively. Mr. Rogel retired from Weyerhaeuser on June 30, 2008 and commenced his benefit under the Salaried Retirement Plan for his years at Weyerhaeuser on July 1, 2008. He will receive his retirement benefit from the Supplemental Retirement Plan for his years at Weyerhaeuser beginning in January 2009. Mr. Alford was eligible for early retirement at the time of his termination on December 12, 2008 and will commence his benefit under the Salaried Retirement Plan on January 1, 2009. He will receive his retirement benefit from the Supplemental Retirement Plan beginning in July 2009.

(4) Pursuant to an employment agreement with Mr. Rogel, he is eligible for a non-qualified supplemental retirement benefit calculated under the terms of the Company’s Salaried and Supplemental Retirement Plans using his original hire date with Willamette of 1972, less benefits payable or paid to him under the Company’s Retirement Plans and Willamette’s retirement plan.

U.S. Employees benefits but including benefits that exceed the Internal Revenue The Company’s Retirement Plan for Salaried Employees is a Code limitations described above. noncontributory, defined benefit pension plan for salaried Canadian Employees employees under which normal retirement is at age 65 and early retirement may be elected by any participant who has reached age The Company sponsors a registered pension plan in Canada 55 and has at least 10 years of vesting service. Each of the named named the Weyerhaeuser Company Limited Retirement Plan for executive officers is eligible for early retirement, with the exception Non Union Employees (the “Salaried Retirement Plan”). The of Ms. Bedient, who joined the Company in 2003 and has fewer Salaried Retirement Plan is a noncontributory, defined benefit than 10 years of vesting service. The annual retirement benefit pension plan for non union employees. Employees may voluntarily payable upon normal retirement is equal to (i) 1.1% of the contribute to an ancillary account, which can be used at retirement participant’s average salary for the highest five consecutive years to enhance the pension benefit. Normal retirement is at age 65 and during the 10 calendar years before retirement multiplied by the early retirement can be elected by any participant who has either years of credited service, plus (ii) 0.45% of such highest average (i) reached age 55 and has at least 5 years of vesting service or annual salary in excess of the participant’s Social Security (ii) has at least 10 years of service and whose age plus service integration level (as such term is defined in the Retirement Plan), equals at least 65 or more when involuntarily terminated. multiplied by the number of years of credited service. The benefit The annual retirement benefit payable upon normal retirement payable upon early retirement is a percentage of the benefit that [under the Salaried Retirement Plan is equal to (i) 1.45% of the would be payable upon normal retirement and ranges from 72% at participant’s average annual salary up to the year’s maximum age 55 to 100% at age 62. A participant in a defined benefit pension pensionable earnings, as defined by the Canada Pension Plan plan generally is limited under the Internal Revenue Code to an (“YMPE”), for the highest five consecutive years during the 10 annual benefit at Social Security normal retirement age of the calendar years before retirement multiplied by the years of credited lesser of (i) $185,000 (in 2008 but subject to adjustment) or service, plus (ii) 2% of such highest average annual salary in (ii) 100% of the participant’s average compensation during the excess of the YMPE, multiplied by the number of years of credited consecutive three-year period in which he or she received the service. The early retirement benefit payable is a percentage of the highest compensation. Further reduction of this limitation may be benefit that would be payable upon normal retirement and ranges required for retirement prior to the Social Security normal from 72% at age 55 to 100% at age 62. Joint and survivor elections retirement age. The compensation used in determining benefits may be made under the Salaried Retirement Plan. Maximum under this Plan is limited by Internal Revenue Code benefits payable from the Salaried Retirement Plan are defined by Section 401(a)(17) ($230,000 in 2008, but subject to adjustment). the Canada Income Tax Act. For service prior to January 1, 2001 Supplemental Retirement Plan benefits are paid outside the with a predecessor company such as MacMillan Bloedel, the Salaried Retirement Plan from the general funds of the Company benefit formula and early retirement provisions vary. Salary used in and are determined by applying the formula for Salaried Retirement calculating retirement benefits is the average annual salary for the Plan highest five consecutive years during the 10 calendar years

NONQUALIFIED DEFERRED COMPENSATION

Executive Registrant Aggregate Aggregate Aggregate Contributions Contributions Earnings in Withdrawals/ Balance at in Last FY in Last FY Last FY Distributions Last FYE Name ($) (1) ($) (2) ($) (3) ($) ($) (4) S. R. Rogel 0 0 (3,312,073) 0 3,546,711 D. S. Fulton 0 0 (1,038,964) 0 800,756 P. M. Bedient 0 0 (388,993) 0 552,627 S. Chandrasekaran 0 0 15,438 83,790 220,691 T. F. Gideon 0 0 (213,783) 0 188,517 S. D. McDade 0 0 (280,942) 0 494,230 L. T. Alford 0 0 (453,818) 0 930,122

(1)Amounts deferred and reported in this column include any non-equity incentive compensation earned in 2007 and paid in 2008, which are included in the Summary Compensation Table. None of the named executive officers received any non-equity incentive compensation in 2008.

(2) Employer paid premium on the amounts deferred by the executive into the common stock equivalents account in the deferral plan, which are included in “All Other Compensation” in the Summary Compensation Table.

(3) Fiscal 2008 earnings, which includes interest on amounts deferred into the fixed interest account of the deferral plan and appreciation or depreciation in the price of common stock equivalent units, plus dividend equivalents, for amounts deferred in the common stock equivalents account in the deferral plan. Negative earnings are the result of the allocation of a major portion of the executive’s accounts to stock equivalent units, which had significant declines in value in 2008.

(4) Amounts deferred and reported in this column include amounts that were reported as compensation in the Company’s Summary Compensation Table for previous years, interest earned on amounts deferred into the fixed-interest account of the deferral plan, any premium for amounts deferred into the common stock equivalents account in the deferral plan, and appreciation or depreciation in the price of common stock equivalent units, plus dividend equivalents for amounts deferred into the common stock equivalents account in the deferral plan.

Executive officers in the United States are eligible for a deferral performance of Weyerhaeuser stock (plus dividends). The purpose program. The deferral plan provides the opportunity to defer base of the program is to further align executive interests with those of salary and cash incentives for payment at a future date. The shareholders by providing an incentive linked to the performance of executive may defer between 10% and 50% of his or her base Weyerhaeuser stock. salary and up to 100% of his or her cash incentives. The interest For deferrals in years prior to 2005, deferred amounts are paid in earned for deferred compensation is determined each year by the the year specified or upon the event specified by the executive. Compensation Committee. The current interest rate formula is the Beginning in 2005, amounts deferred may be paid to the executive average of the 90-day Treasury bill rate over the prior year, plus 3%. beginning the year after the executive’s separation from service, up to five years following his or her separation from service, or in a Under the deferral plan, executive officers can choose to defer all or specified year. Payments may be made in a lump sum or up to 20 a portion of any cash incentives into a deferral account denominated equal annual payments, which must end the year of the executive’s 80th birthday or for a maximum of five annual payments in Weyerhaeuser common stock equivalent units with a 15% if the executive left the Company for reasons other than death, premium applied if payment is delayed for at least five years. The disability or retirement. Payments from the stock equivalents amount designated to be deferred in the form of common stock accounts are in cash, and are determined by multiplying the equivalent units and any premium is divided by the median price number of common stock equivalent units in the executive’s account by the median price per share of Company stock for the last per share of Company stock for the last 11 trading days of January 11 trading days of January of the payment year. No withdrawals or to determine the number of deferred stock equivalent units credited other distributions are permitted under the terms of the deferral plan to executive’s account. Deferred stock units earn the equivalent of before the executive’s specified payment date. dividends, which are credited as additional deferred stock units. The value of the deferred account grows or declines based on the

If an officer is terminated without cause or leaves for Good Reason POTENTIAL PAYMENTS UPON during the period described above when there is a change in TERMINATION OR CHANGE IN CONTROL control, the officer will receive:

Change in Control  an amount equal to three times the highest rate of the officer’s The Company has agreements with each of its executive officers annualized base salary rate in effect prior to the change in control; providing for specified payments and other benefits if, within the  three times the officer’s target annual bonus established for the period that is six full calendar months prior to or 24 calendar bonus plan year in which the officer’s date of termination occurs; months following the effective date of a change in control of the  an amount equal to the officer’s unpaid base salary and accrued Company, the officer’s employment is terminated by the Company vacation pay through the effective date of termination; or its successor for reasons other than cause, mandatory  the officer’s unpaid targeted annual bonus prorated for the number retirement, early retirement, disability or death. Cause is defined as of days in the fiscal year through the date of the officer’s a participant’s: termination;  continuation of health care benefits and group term life insurance  willful and continued failure to perform substantially the duties for the officer for 36 months or, if substantially similar coverage is with the Company after the Company delivers to the participant impractical, payment of $25,000 each year for three years (net of written demand for substantial performance specifically identifying required payroll and income tax withholding); the manner in which the participant has not substantially  full vesting of the officer’s benefits under any and all performed his or her duties; supplemental retirement plans in which the officer participates,  conviction of a felony; or calculated under the assumption that the officer’s employment  willfully engaging in illegal conduct or gross misconduct that is continues following the officer’s termination date for three full materially and demonstrably injurious to the Company. years; Mandatory retirement is defined as age 65. Disability is defined by  an amount equal to the value of any premiums on share the Company’s Retirement Plan for Salaried Employees, or in any equivalents forfeited in connection with the officer’s termination; successor to such plan. and These payments and benefits also would be paid if the officer  an amount necessary to offset any federal excise and related terminates his or her employment for “Good Reason.” The officer income taxes payable by the officer on all payments received would be considered to have left for Good Reason if there has been: under the agreement, unless such amount is less than $10,000, in which case the officer’s benefits under the agreement are

 a material reduction in the officer’s position, title or reporting capped at the maximum amount that may be paid without responsibilities existing prior to the change in control; incurring such excise taxes.  a requirement that the officer be based in a location that is at least 50 miles farther from the Company’s headquarters than the In addition, in accordance with the terms of the Company’s long- officer’s primary residence was located immediately prior to the term incentive plans, in the event of a change in control of the change in control; Company, all outstanding stock options held by the officer become  a reduction by the company in the officer’s base salary as of the exercisable, performance share units are paid at target and effective date; restricted stock units become fully vested.  a material reduction in the officer’s benefits unless the overall benefits provided are substantially consistent with the average level of benefits of the other officers holding similar positions; or  a material reduction in the officer’s level of participation in any of the Company’s short- or long-term incentive compensation plans.

SEVERANCE Severance for the Canadian Named Executive Officer Agreements with each of the Company’s executive officers provide The severance benefit payable to the Canadian named executive for severance benefits if the executive’s employment is terminated officer is an amount equal to: when there is no change in control unless the termination is for  Thirty months of base salary and target bonus; cause, meets the requirements of the Company’s mandatory  $819 for obtaining legal advice; retirement policy, death, disability or voluntary termination of  $4,093 for healthcare replacement costs employment by the executive. The severance benefit payable is an amount equal to: The benefit may be paid in installments for a period of 30 months or until the executive secures comparable employment or self  one and one-half times the highest base salary rate paid to the employment, whichever occurs first. The executive has the option executive prior to termination; of receiving a lump sum payment equal to the above calculation but  one and one-half times the target annual bonus established for discounted by 10%. the bonus plan year in which the termination occurs;  the amount of the executive’s unpaid base salary and accrued POTENTIAL PAYMENT AMOUNTS

vacation pay through the date of the termination; The following tables describe potential payments to the named  the officer’s unpaid target annual bonus prorated for the number executive officers that could be made upon termination or a change of days in the fiscal year through the date of the officer’s in control. All amounts assume the named executive officer termination; and terminated employment as of December 31, 2008. Mr. Rogel is not  a payment of $10,000 for health care insurance, net of required eligible for executive benefits and payments upon termination, due payroll and income tax withholding. to his retirement in 2008. Mr. Alford’s position was eliminated on The severance benefit payable to Mr. Fulton when there is no December 12, 2008 and he received benefits related to involuntary change in control is the same as described above except that the termination not for cause. Mr. Neeser’s position was eliminated on amount paid for base salary is two times the highest base salary December 29, 2008 and he received benefits related to involuntary rate and the amount for target bonus is two times the target annual termination not for cause. The footnotes referenced in the tables bonus. follow the last table and relate to all the tables.

Change in Control (CIC) Executive Benefits and Involuntary Involuntary Payments Upon Not for or Good Termination of Early Normal Cause For Cause Reason S. R. Rogel Retirement Retirement Termination Termination Termination Death Compensation: Salary N/A $0 N/A N/A N/A N/A Annual Incentive Plan (AIP) N/A A N/A N/A N/A N/A Performance Share Units N/A B N/A N/A N/A N/A Restricted Stock N/A J N/A N/A N/A N/A Stock Options N/A F N/A N/A N/A N/A Gross Up Payment N/A $0 N/A N/A N/A N/A

Benefits and Perquisites: Increase to Pension (1) N/A $0 N/A N/A N/A N/A Life and Health Care Insurance N/A $0 N/A N/A N/A N/A Life Insurance Proceeds (2) N/A $0 N/A N/A N/A N/A Financial Planning (3) N/A $781 N/A N/A N/A N/A Outplacement Services (4) N/A $0 N/A N/A N/A N/A

* Mr. Rogel resigned as chief executive officer effective April 17, 2008 and retired from the Company effective June 30, 2008.

Change in Control (CIC) Executive Benefits and Involuntary Involuntary Payments Upon Not for or Good Termination of Early Normal Cause For Cause Reason D. S. Fulton Retirement Retirement Termination Termination Termination Death Compensation: Salary $0 N/A $1,600,000 $0 $2,400,000 $0 Annual Incentive Plan (AIP) A N/A $2,400,000 $0 $3,200,000 A Performance Share Units B N/A C D $526,144 B Restricted Stock J N/A J $0 $550,980 J Stock Options E N/A E H $0 I Gross Up Payment $0 N/A $0 $0 $0 $0

Benefits and Perquisites: Increase to Pension (1) $0 N/A N/A $0 $1,208,733 $0 Life and Health Care Insurance $0 N/A $17,079 $0 $128,093 $0 Life Insurance Proceeds (2) $0 N/A N/A $0 $0 $300,000 Financial Planning (3) $4,162 N/A $4,162 $0 $4,162 $4,162 Outplacement Services (4) $0 N/A $20,000 $0 $20,000 $0

* Mr. Fulton is eligible for early retirement, but is not eligible for normal retirement based on his age.

Change in Control (CIC) Executive Benefits and Involuntary Involuntary Payments Upon Not for or Good Termination of Early Normal Cause For Cause Reason P. M. Bedient Retirement Retirement Termination Termination Termination Death Compensation: Salary N/A N/A $834,000 $0 $1,668,000 $0 Annual Incentive Plan (AIP) N/A N/A $1,181,500 $0 $1,890,400 A Performance Share Units N/A N/A $0 D $151,520 B Restricted Stock N/A N/A K $0 $234,167 J Stock Options N/A N/A G H $0 I Gross Up Payment N/A N/A $0 $0 $1,648,784 $0

Benefits and Perquisites: Increase to Pension (1) N/A N/A N/A $0 $117,003 $0 Life and Health Care Insurance N/A N/A $17,079 $0 $128,093 $0 Life Insurance Proceeds (2) N/A N/A N/A $0 $0 $300,000 Financial Planning (3) N/A N/A $781 $0 $781 $781 Outplacement Services (4) N/A N/A $20,000 $0 $20,000 $0

* Ms. Bedient is not eligible for early retirement based on service criteria, or for normal retirement based on her age.

Change in Control (CIC) Executive Benefits and Involuntary Involuntary Payments Upon Not for or Good Termination of Early Normal Cause For Cause Reason S. Chandrasekaran Retirement Retirement Termination Termination Termination Death Compensation: Salary $0 N/A $627,000 $0 $1,254,000 $0 Annual Incentive Plan (AIP) A N/A $679,250 $0 $1,088,000 A Performance Share Units B N/A C D $157,825 B Restricted Stock J N/A J $0 $179,069 J Stock Options E N/A E G $0 H Gross Up Payment $0 N/A $0 $0 $893,850 $0

Benefits and Perquisites: Increase to Pension (1) $0 N/A N/A $0 $378,384 $0 Life and Health Care Insurance $0 N/A $17,079 $0 $128,093 $0 Life Insurance Proceeds (2) $0 N/A N/A $0 $0 $300,000 Financial Planning (3) $0 N/A $0 $0 $0 $0 Outplacement Services (4) $0 N/A $20,000 $0 $20,000 $0

* Mr. Chandrasekaran is eligible for early retirement, but is not eligible for normal retirement based on his age.

Change in Control (CIC) Executive Benefits and Involuntary Involuntary Payments Upon Not for or Good Termination of Early Normal Cause For Cause Reason T. F. Gideon Retirement Retirement Termination Termination Termination Death Compensation: Salary $0 N/A $870,000 $0 $1,740,000 $0 Annual Incentive Plan (AIP) A N/A $435,653 $0 $1,740,000 A Performance Share Units B N/A C D $317,732 B Restricted Stock J N/A J $0 $170,804 J Stock Options E N/A E H $0 I Gross Up Payment $0 N/A $0 $0 $1,622,751 $0

Benefits and Perquisites: Increase to Pension (1) $0 N/A N/A $0 $775,643 $0 Life and Health Care Insurance $0 N/A $17,079 $0 $128,093 $0 Life Insurance Proceeds (2) $0 N/A N/A $0 $0 $300,000 Financial Planning (3) $781 N/A $781 $0 $781 $781 Outplacement Services (4) $0 N/A $20,000 $0 $20,000 $0

* Mr. Gideon is eligible for early retirement, but is not eligible for normal retirement based on his age.

Change in Control (CIC) Executive Benefits and Involuntary Involuntary Payments Upon Not for or Good Termination of Early Normal Cause For Cause Reason S. D. McDade Retirement Retirement Termination Termination Termination Death Compensation: Salary $0 N/A $712,500 $0 $1,425,000 $0 Annual Incentive Plan (AIP) A N/A $890,625 $0 $1,425,000 A Performance Share Units B N/A C D $270,899 B Restricted Stock JN/A J $0 $156,111 J Stock Options E N/A E H$0 I Gross Up Payment $0 N/A $0 $0 $1,121,429 $0

Benefits and Perquisites: Increase to Pension (1) $0 N/A N/A $0 $706,741 $0 Life and Health Care Insurance $0 N/A $17,079 $0 $128,083 $0 Life Insurance Proceeds (2) $0 N/A N/A $0 $0 $300,000 Financial Planning (3) $781 N/A $781 $0 $781 $781 Outplacement Services $0 N/A $20,000 $0 $20,000 $0

* Mr. McDade is eligible for early retirement, but is not eligible for normal retirement based on his age.

Change in Control (CIC) Executive Benefits and Involuntary Involuntary Payments Upon Not for or Good Termination of Early Normal Cause For Cause Reason L. T. Alford Retirement Retirement Termination Termination Termination Death Compensation: Salary N/A N/A $713,761 N/A N/A N/A Annual Incentive Plan (AIP) N/A N/A $873,675 N/A N/A N/A Performance Share Units N/A N/A B N/A N/A N/A Restricted Stock N/A N/A J N/A N/A N/A Stock Options N/A N/A E N/A N/A N/A Gross Up Payment N/A N/A $0 N/A N/A N/A

Benefits and Perquisites: Increase to Pension (1) N/A N/A N/A N/A N/A N/A Life and Health Care Insurance N/A N/A $17,079 N/A N/A N/A Life Insurance Proceeds (2) N/A N/A N/A N/A N/A N/A Financial Planning (3) N/A N/A $0 N/A N/A N/A Outplacement Services (4) N/A N/A $20,000 N/A N/A N/A

* Mr. Alford was terminated due to position elimination effective December 12, 2008. He received severance and was eligible for early retirement.

Change in Control (CIC) Executive Benefits and Involuntary Involuntary Payments Upon Not for or Good Termination of Early Normal Cause For Cause Reason C. D. Neeser Retirement Retirement Termination Termination Termination Death Compensation: Salary N/A N/A $1,244,294 N/A N/A N/A Annual Incentive Plan (AIP) N/A N/A $0 N/A N/A N/A Performance Share Units N/A N/A N/A N/A N/A N/A Restricted Stock N/A N/A N/A N/A N/A N/A Stock Options N/A N/A G N/A N/A N/A Gross Up Payment N/A N/A $0 N/A N/A N/A

Benefits and Perquisites: N/A N/A N/A N/A N/A N/A Increase to Pension (1) N/A N/A N/A N/A N/A N/A Life and Health Care Insurance N/A N/A N/A N/A N/A N/A Life Insurance Proceeds (2) N/A N/A N/A N/A N/A N/A Financial Planning N/A N/A $11,596 N/A N/A N/A Outplacement Services N/A N/A L N/A N/A N/A

* Mr. Neeser was terminated due to position elimination effective December 29, 2008. He received a lump sum payment of his severance amount, which was paid in Canadian currency. In the table above, the payment amount was converted to U.S. currency using the assumption used under FAS 158.

(1)This is the estimated present value of annual increase in pension payments required pursuant to the executive officer’s Change in Control Agreement with the Company. The annual incremental increase assumes credit for three additional years of service and age following termination of employment.

(2) Group supplemental executive term life insurance in the amount of 2-1/2 times base salary with a maximum coverage of $700,000 when combined with Company base life amount; base life for all salaried employees is 2 times base salary.

(3) Financial planning services will be available until March 31, 2009, paid 50% by Company. The amount reported represents the Company portion of the amount the executive officer could be eligible to receive after termination.

(4) Outplacement services with a value of up to $20,000 are available following termination. If the services are used by the executive officer, the fees are paid directly to the outplacement service provider.

(A)Annual Incentive payments are owed to executive officers who terminate due to early retirement, normal retirement or death, based on the officer’s performance and prorated for the number of days the officer was employed during the performance period. This amount is based on actual performance for the performance year 2008, and assumes termination on December 31, 2008.

(B)For terminations due to early retirement, normal retirement or death, vesting of awards is based on performance as determined at the end of the performance period and prorated based on completed months of employment during the performance period.

(C)All nonvested performance share units are cancelled upon termination unless eligible for early retirement, normal retirement, death, or disability with at least 10 years of service.

(D)2007 awards are forfeited upon termination for cause regardless of eligibility for early or normal retirement. 2006 awards are forfeited upon termination for cause unless the officer is eligible for early or normal retirement.

(E)For grants awarded from 2001 through 2005, options continue to vest for five years and may be exercised for up to the earlier of five years after termination or the remaining term of grant if termination occurs at ages 55 through 64 with at least 10 years of service. For grants awarded in 2006, 2007 and 2008, if termination occurs at ages 62 through 64, options are immediately vested and exercisable throughout the entire term.

(F)Fully vested and exercisable throughout the entire term.

(G)Vesting continues for three years after termination. Vested options are exercisable for three years following termination. Note: not applicable if eligible for early or normal retirement.

(H)For grants awarded beginning in 2005, all outstanding options (both vested and unvested) are automatically cancelled upon termination for cause. For grants awarded prior to 2005, vesting stops upon termination, and vested options are exercisable for three months from termination (unless the officer is eligible for early or normal retirement).

(I) Fully vested and may be exercised until the earlier of two years after the officer’s death or the remaining term of the grant.

(J) Upon termination for death, retirement or early retirement, nonvested restricted stock units continue to vest and be released according to the original vesting and release schedule.

(K)Upon termination for position elimination, nonvested restricted stock units continue to vest and be released for up to three years following termination.

(L)Job transition assistance is available, including financial planning, career counseling, job search strategies, and resume preparation.

shareholders from future management actions that can harm ITEM 2—SHAREHOLDER PROPOSAL ON THE shareholders. Other corporate governance experts agree. As a CHAIRMAN POSITION Commission of The Conference Board stated in a 2003 report, A shareholder has advised the Company that he intends to present “The ultimate responsibility for good corporate governance rests the following resolution at the annual meeting. In accordance with with the board of directors. Only a strong, diligent and independent the applicable proxy statement regulations, the proposed resolution board of directors that understands the key issues, provides wise and supporting statement, for which the Board of Directors and the counsel and asks management the tough questions is capable of Company accept no responsibility, are set forth below. Approval of ensuring that the interests of shareowners as well as other this proposal would require the affirmative vote of a majority of the constituencies are being properly served.” shares of Weyerhaeuser stock voting on the proposal in person or We believe that the recent wave of corporate scandals demonstrates by proxy at the annual meeting. that no matter how many independent directors there are on the RESOLVED: That stockholders of Weyerhaeuser Company, Board, that Board is less able to provide independent oversight of (“Weyerhaeuser” or “the Company”) ask the board of directors to the officers if the Chairman of that Board is also the CEO of the adopt a policy that the board’s chairman be an independent director Company. who has not previously served as an executive officer of We, therefore, urge shareholders to vote FOR this proposal. Weyerhaeuser. The policy should be implemented so as not to violate any contractual obligation. The policy should also specify THE COMPANY’S RESPONSE TO THE SHAREHOLDER (a) how to select a new independent chairman if a current chairman PROPOSAL—ITEM 2 ceases to be independent during the time between annual The Board of Directors believes that this proposal is not in the best meetings of shareholders; and, (b) that compliance with the policy interests of the Company and its shareholders and recommends a is excused if no independent director is available and willing to vote against the proposal. serve as chairman. SUPPORTING STATEMENT The Board has carefully considered the views of various of the Company’s stakeholders, including the shareholder proposing this It is the responsibility of the Board of Directors to protect agenda item and recognizes that many shareholders believe that shareholders’ long-term interests by providing independent their interests are best represented by having an independent oversight of management, including the Chief Executive Officer Director serve a Chairman of the Board. The Board also believes (CEO), in directing the corporation’s business and affairs. that it may be desirable to separate the office of Chairman and CEO Currently at our Company, former CEO Mr. Steven R. Rogel holds from time to time depending on the composition of the Board and the position of Chairman of the Board. We believe that this current the views of the persons on the Board and in the role of CEO. scheme may not adequately protect shareholders. Effective as of April 2009, the Board has elected an independent Shareholders of Weyerhaeuser require an independent leader to Director to be its Chairman. However, the Board believes it is not in ensure that management acts strictly in the best interests of the the shareholders’ best interest to adopt a policy requiring the Company. By setting agendas, priorities and procedures, the separation of the office of Chairman and CEO at all times. position of Chairman is critical in shaping the work of the Board of As the shareholder proponent describes, the report of the Directors. Accordingly, we believe that having an independent Commission of The Conference Board Commission noted that director serve as chairman can help ensure the objective only strong, diligent and independent Directors can provide wise functioning of an effective Board. counsel and ask management the tough questions capable As a long-term shareholder of our Company, we believe that ensuring that the Chairman of the Board of our Company is independent, will enhance Board leadership at Weyerhaeuser, and protect

Source: WEYERHAEUSER CO, DEF 14A, March 10, 2009 Powered by Morningstar® Document Research℠ The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents of ensuring that the interests of shareowners are being properly it deems to be the most effective Board leadership at any time. served. Eleven of the Company’s twelve Directors are independent. These directors are or have recently been leaders of major THE BOARD RECOMMENDS A VOTE AGAINST THIS companies and institutions and are strong and independent PROPOSAL thinkers with a wide range of experiences and skills. The The Company will provide the name and address of the proponent Conference Board Commission also noted that no single board of the shareholder proposal above and the number of shares the structure has yet been demonstrated to be superior in providing the proponent holds upon request for such information. Requests may oversight that leads to corporate success. The structure formerly be sent to Claire S. Grace, Vice President and Corporate Secretary, used by the Company’s Board was, in fact, approved by the Weyerhaeuser Company, P.O. Box 9777, Federal Way, Commission in the report. Washington 98063-9777; by email at [email protected] or by calling The Board has in place corporate best practices to ensure a strong (253) 924-5273. and independent Board. These practices include appointing only fully independent members to the Board’s Corporate Governance Committee, which manages the process that the Board uses to ITEM 3—SHAREHOLDER PROPOSAL TO ADOPT evaluate the performance of the CEO and select persons to be SIMPLE MAJORITY VOTE appointed as CEO; the Compensation Committee, which is responsible for setting performance goals for the CEO, evaluating A shareholder has advised the Company that he intends to present his performance and approving his compensation awards; and the the following resolution at the annual meeting. In accordance with Audit Committee, which reviews the Company’s financial the applicable proxy statement regulations, the proposed resolution statements, risk profile and compliance efforts. The independent and supporting statement, for which the Board of Directors and the directors on the Board of Directors routinely meet in separate Company accept no responsibility, are set forth below. Approval of executive session without any member of management present. this proposal would require the affirmative vote of a majority of the shares of Weyerhaeuser stock voting on the proposal in person or The Board charter requires that the Board and each of its by proxy at the annual meeting. committees has the right at any time, at the Company’s expense and without consulting with or obtaining the prior approval of RESOLVED, Shareholders request that our board take the steps Company management, to retain independent outside financial, necessary so that each shareholder voting requirement in our legal or other advisers. The Compensation Committee has sole charter and bylaws, that calls for a greater than simple majority authority to hire its own advisor for senior management vote, be changed to a majority of the votes cast for and against compensation review and the Audit Committee has the sole specific proposals in compliance with applicable laws. This proposal authority to hire and terminate the outside auditors. The Board applies to each 67% and 80% shareholder vote requirement in our determines what information it needs from management and the bylaws and charter. Chairman is significantly involved in determination of meeting agendas, Board priorities and process. Our supermajority vote requirements can be almost impossible to obtain when one considers abstentions and broker non-votes. For The Board periodically reevaluates its structure and performance, example, a Goodyear (GT) management proposal for annual and believes that it is not necessary to implement a policy that it election of each director failed to pass even though 90% of votes always have an independent director serve as Chairman. Such a cast were yes-votes. Supermajority requirements are arguably requirement would inappropriately restrict the Board’s flexibility to most often used to block initiatives supported by most shareowners provide the Company with what but opposed by management.

The simple majority vote topic won a remarkable 72% yes-vote the Securities and Exchange Commission. The Company believes average at 24 major companies in 2007. The Council of its independent Board is in the best position to evaluate the Institutional Investors recommends adoption of simple majority adequacy and fairness of proposed offers, to negotiate on behalf of voting. all shareholders and to protect shareholders against abusive tactics during a takeover process. The proposal for a “simple majority vote This proposal topic won our following support (based on yes and no on all issues” would eliminate these protections. votes) at our previous annual meetings: 76% in 2007 The Board is committed to good corporate governance practices and 68% in 2006 has implemented a variety of measures, which are discussed on the Company’s website and in this Proxy Statement, to strengthen The Council of Institutional Investors also recommends the the Company’s corporate governance processes. The Board adoption of shareholder proposals upon receiving their first majority believes that implementation of this proposal will not enhance vote. corporate governance practices at the Company and could be harmful to shareholders. Please encourage our board to respond positively to this proposal. THE BOARD RECOMMENDS A VOTE AGAINST THIS THE COMPANY’S RESPONSE TO THE SHAREHOLDER PROPOSAL PROPOSAL—ITEM 3 The Company will provide the name and address of the proponent The Board of Directors believes that this proposal concerning of the shareholder proposal above and the number of shares the simple majority voting is not in the best interests of the Company proponent holds upon request for such information. Requests may and its shareholders and recommends a vote against the proposal. be sent to Claire S. Grace, Vice President and Corporate Secretary, Washington law provides that certain matters presented to Weyerhaeuser Company, P.O. Box 9777, Federal Way, shareholders may be subject to a vote standard that is greater than Washington 98063-9777; by email at a majority of shares voted if that standard is set forth in a [email protected] or by calling company’s articles of incorporation. The Company’s articles of (253) 924-5273. incorporation, which were approved by shareholder vote, provides that the vote of holders of greater than a majority of the Company’s outstanding shares must approve certain fundamental changes ITEM 4—PROPOSAL TO APPROVE, ON AN involving the Company. These include amendments to certain ADVISORY BASIS, THE APPOINTMENT OF provisions of the by-laws or articles of incorporation and significant AUDITORS transactions involving “interested shareholders,” such as mergers, sale of a significant proportion of assets or dissolution of the KPMG LLP currently serves as the Company’s independent Company. The percentage vote that is required is decreased if registered public accounting firm, and that firm conducted the audit disinterested directors determine that the transaction would be the of the Company’s consolidated financial statements for fiscal year fair for all shareholders. 2008. The Audit Committee has appointed KPMG LLP to serve as its independent registered public accounting firm to conduct an audit These provisions are designed to provide protection for all of the Company’s consolidated financial statements for fiscal year shareholders against self-interested actions by one or a few large 2009 and the Company’s system of internal controls over financial shareholders. They also are designed to encourage any potential reporting. acquirer of the Company to negotiate directly with the Board of Directors. The Company’s Board of Directors is fully independent. Selection of the Company’s independent registered public Eleven of the Company’s twelve Directors are independent under accounting firm is not required to be submitted to a vote of the the standards established by the New York Stock Exchange and shareholders of the Company for ratification. In addition, the Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment,

THE BOARD RECOMMENDS A VOTE FOR THIS The firm of KPMG LLP, independent registered public accounting PROPOSAL firm, audited the accounts of the Company and subsidiaries for 2008 and has been selected to do so for 2009. Representatives of

SHAREHOLDER RIGHTS PLAN POLICY KPMG LLP are expected to be present at the annual meeting and will able to speak if they wish to do so and will be available to In 2004, the Board of Directors adopted a shareholder rights plan answer appropriate questions. policy. The policy provides that the Board must obtain shareholder The Company was billed for professional services provided during approval prior to adopting any shareholder rights plan. However, the fiscal years 2007 and 2008 by KPMG LLP in the amounts set out Board may act on its own to adopt a shareholder rights plan if a in the following table. The Audit Committee of the Board of majority of the independent Directors, exercising their fiduciary Directors has considered the services rendered by KPMG LLP for duties under Washington law, determine that such submission to services other than the audit of the Company’s financial statements shareholders would not be in the best interests of shareholders and has determined that the provision of these services is under the circumstances. compatible with maintaining the firm’s independence.

Fee Amount Fee Amount CONFIDENTIAL VOTING POLICY Services Provided 2007 2008 Audit Fees (1) (2) $ 12,506,400 $ 10,684,300 In 1991, the Board of Directors adopted a confidential voting policy Audit Related Fees (2) $ 434,500 $ 442,000 to protect our shareholders’ voting privacy. The policy provides that Tax Fees (3) $ 84,000 $ 144,000 All Other Fees $ 0 $ 0 ballots, proxy forms and voting instructions returned to banks, Total (4) $ 13,024,900 $ 11,270,300 brokerage firms and other holders of record must be kept (1)Audit Fees, including those for statutory audits and audits of the Company’s confidential. Only the proxy solicitor, the proxy tabulator and the joint ventures, include the aggregate fees for the fiscal years ended inspector of election have access to the ballots, proxy forms and December 30, 2007 and December 31, 2008, for professional services rendered by KPMG for the audit of the Company’s annual financial statements voting instructions. The proxy solicitor and the proxy tabulator will and review of financial statements included in the Company’s Form 10-K and disclose information taken from the ballots, proxy forms, and voting Forms 10-Q. Audit Fees include fees for the audit of the Company’s internal instructions only if: control over financial reporting.

 disclosure is required by applicable law,  a shareholder authorizes disclosure or

(2)Primarily fees for services rendered in support of employee benefit plan audits M&A Incorporated in the solicitation of proxies. In addition, the for the fiscal years ended December 30, 2007 and December 31, 2008. (3)Fees for services rendered related principally to international tax services. Company will reimburse brokers, banks and other persons holding (4)Audit fees in 2007 and 2008 included $3,425,300 and $2,845,000, respectively shares in their names or in the names of nominees for their in fees associated with the completion of the combination of the Company’s expenses for sending material to principals and obtaining their paper business and related assets with Domtar, Inc., and the sale of the assets of the Containerboard Packaging and Recycling business to proxies. International Paper.

The Audit Committee has adopted a policy that it is required to OTHER BUSINESS approve the audit and non-audit services to be performed by the independent registered public accounting firm in order to assure The Board of Directors knows of no other matters to be presented at that the provision of such services does not impair the auditor’s the meeting. If any other matters come before the meeting, the independence. All services, engagement terms, conditions and proxy holders intend to vote on such matters in accordance with fees, as well as changes in such terms, conditions and fees must their best judgment. be approved by the Committee in advance. The Audit Committee will annually review and approve services that may be provided by the independent auditor during the next year and will revise the list FUTURE SHAREHOLDER PROPOSALS AND of approved services from time to time based on subsequent NOMINATIONS determinations. The Committee believes that the independent auditor can provide tax services to the Company such as tax Shareholders who wish to present proposals in accordance with the compliance, tax planning and tax advice without impairing the SEC Rule 14a-8 for inclusion in the Company’s proxy materials to auditor’s independence, but the Committee will not permit the be distributed in connection with next year’s annual meeting proxy retention of the independent auditor in connection with a transaction statement must submit their proposals so they are received by the initially recommended by the auditor. The authority to approve Corporate Secretary at the Company’s executive offices no later services may be delegated by the Committee to one or more of its than the close of business on November 12, 2009. As the rules of members and the Committee may delegate to management the the SEC make clear, simply submitting a proposal does not authority to approve certain specified audit related services up to a guarantee that it will be included. limited amount of fees. If authority to approve services has been delegated, any such approval of services must be reported to the The Company’s bylaws provide that a shareholder may bring Committee at its next scheduled meeting. During fiscal 2007 and business before our annual meeting if it is appropriate for 2008, 0.64% and 1.28%, respectively, of total fees paid to KPMG consideration at an annual meeting and is presented properly for LLP related to non-audit services (tax and all other fees). consideration. If a shareholder wishes to bring business to a meeting for consideration under the bylaws rather than under the SEC rules, the shareholder must give the Corporate Secretary PROXY SOLICITATION EXPENSES written notice of the shareholder’s intent to do so. The notice must be delivered to the Corporate Secretary no later than 90 days and no All expenses of soliciting proxies, including clerical work, printing earlier than 120 days before the meeting. However, if the Company and postage, will be paid by the Company. Proxies may be solicited sends notice or discloses the date of the meeting fewer than 100 personally, or by telephone, by employees of the Company, but the days before the date of the meeting, the shareholder must deliver Company will not pay any compensation for such solicitations. The the notice to the Corporate Secretary no later than the close of Company expects to pay fees of approximately $15,000 for business on the tenth day following the day on which the notice of assistance by Innisfree meeting date was mailed or publicly disclosed, whichever occurs first.

The Company’s bylaws also establish procedures for shareholder nominations for elections of directors of the Company. Any shareholder entitled

TO REACH CORPORATE HEADQUARTERS

From Seattle: Drive south on Interstate 5, approximately 24 miles from the city center, following the signs for “Tacoma/Portland.” Go 1/10 mile past Exit 142-B to Exit 142-A. Take this exit and stay to your right, heading east. Stay in the right-hand lane and take the Weyerhaeuser Way South exit. Turn left at the light, cross the overpass, and go through the traffic circle. Turn left again at the East Entrance sign and follow the directions for parking.

From Seattle: Drive approximately 24 miles south from city center on Interstate 5, following the signs for “Tacoma/Portland” and take Exit 143 (Federal Way/S. 320th St.). Turn left onto S. 320th, cross over the freeway and go through two lights to the light at Weyerhaeuser Way South. Turn right and proceed past the Technology Center to the traffic circle. Take the second exit out of the traffic circle. Take the next right into the East Entrance (approximately 1 block) and follow the directions for parking.

From Tacoma: Drive north on Interstate 5, approximately 8 miles from city center, and take Exit 142A (Auburn, Highway 18, North Bend). Stay in the far right lane. Take the exit to Weyerhaeuser Way South. Turn left at the light, cross the overpass, and go through the traffic circle. Turn left again at the East Entrance sign and follow the directions for parking.

AddressFOLD AND Change/Comments DETACH HERE 43103(Mark the corresponding box on the reverse side) P.O.BNY BOX MELLON 3550 SHAREOWNER SERVICES ANNUALSOUTH HACKENSACK, MEETING OF SHAREHOLDERSNJ 07606-9250 APRIL 16, 2009 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS vote,The undersigned as directed herein, hereby all appoints shares notCharles held R.in BenefitWilliamson, Plan accountsDaniel S. the Fulton undersigned and Claire is entitledS. Grace, to andvote each at the of annual them, meetingwith full of power the shareholders to act without of Weyerhaeuserthe other and with Company full power to be ofheld substitution, at the Corporate as proxies Headquarters to represent Building, and to instructionsFederal Way, for Washington, voting, the shares on Thursday, will be votedApril in16, accordance 2009, at 9 witham, andthe recommendationsall adjournments thereof.of the Board Shares of willDirectors. be voted If thereas directed are shares on the allocated reverse to side the ofundersigned this Proxy incard. the WeyerhaeuserIf the card is signed Company and returned401(k), or without Weyerhaeuser specific instructionsCompany Ltd. for Investmentvoting, the Growthshares will Plans, be votedthe undersigned in accordance hereby with directs the recommendations the Trustee to vote of the all Boardfull and of fractionalDirectors. shares Shares as for indicated which no on voting the reverse instructions side of are this received card. If willthe cardbe voted is signed as provided and returned by the without Plans. specific ADMISSIONPLEASE NOTE TICKET THAT SHOULDYOUWILL NOT NEED BE TORETURNEDWITH PRESENT THE THISADMISSION PROXY TICKETCARD IF PROVIDED YOU VOTE BELOWTO BY MAIL. OBTAINADMISSION TO THE ANNUALMEETING. ACCORDINGLY, THE AnnualADMISSION Meeting TICKET of Shareholders TimeDate —April — 9:00 16, a.m. 2009 Pacific Time CorporateLocation — Headquarters Weyerhaeuser Building Company Federal33663 Weyerhaeuser Way, Washington Way 98003South PleaseADMITTANCE present this MAY admission BE DENIED ticket for WITHOUTadmittance to A the TICKET Annual Meeting. If you plan to attend the Annual Meeting in person, do not return this admission ticket with the proxy card if you vote your shares by mail. For (Continuedsecurity purposes, and to nobe banners,marked, placards,dated and signs, signed, literature on the otherfor distribution side) or cameras may be taken into the meeting.

X DETACHPlease mark HERE your Thevotes Board as indicated of Directors in this recommends example FOR a vote AGAINST “AGAINST” ABSTAIN items FOR2 and AGAINST 3 and “FOR” ABSTAIN item 4. 1. THIS ELECTION PROXY OF IS SOLICITEDDIRECTORS ON Signature BEHALF Signature OF THE Date BOARD NOTE: OF Please DIRECTORS sign as name FOLD appears AND hereon. proposalJoint owners on the should chairman each sign.position When Item signing 3. Shareholder as attorney, proposal executor, to adoptadministrator, simple majority trustee or vote guardian, Mark Here please for give Address full title Change as such. or Comments01 Debra A. SEE Cafaro REVERSE 02 Nicole WEYERHAEUSER W. Piasecki 03 Mark COMPANY A. Emmert 43103 Item 2.The Shareholder proxies are Internetauthorized availability to vote in oftheir proxy discretion materials upon for other the Annual matters Meeting that may of properly shareholders come beforeThe Proxy the meeting. Statement (The and Board the 2009 of Directors Annual Reportrecommends to Shareholders a vote “FOR” are availableeach of the at: following http://bnymellon.mobular.net/bnymellon/wy nominees: Important notice regarding WE the namedENCOURAGE proxies to YOU vote TOyour TAKE shares ADVANTAGEin the same manner OF INTERNETas if you marked, OR TELEPHONEsigned and returned VOTING, your proxyBOTH card. ARE Internet AVAILABLE and telephone 24 HOURS voting Ais DAY,available 7 DAYS through A 11:59 WEEK. PM Your Eastern Internet Time orthe telephone day prior voteto the authorizes shareholder the touch-tonemeeting date. telephone OR INTERNET to vote your (secure proxy. site) Have http://www.proxyvoting.com/wy your proxy card in hand when Use you the call. Internet If you tovote vote your your proxy proxy. by HaveInternet your or proxyby telephone, card in hand you dowhen NOT you need access to mail the webback site. your TELEPHONE proxy card. To 1-866-540-5760 vote by mail, mark, Use any sign ABSTAINand date your proxy card and return it in the enclosed postage-paid envelope. 04 Daniel S. Fulton 05 Wayne W. Murdy Item 4. Approval, on an advisory basis, of the appointment of auditors FOR AGAINST